Another Anodite
by The Blade of Osh-Tekk
Summary: In this story, Ben is an Anodite just like Verdona and Gwen. Based on the Alien Force story line. Characters will be developed differently than in canon. The overall story will also have more of a mature theme. Violence, language, etc.
1. Chapter 1 - Introduction

A/N: I've seen this idea being the basis of several stories, but they never got fully realized. Ben becoming an Anodite is one of the craziest, most overpowered ideas I've ever heard of. And I love it. So I want to build on that premise. This story will be heavily based off the canon storyline, so most of them will reference Alien Force episodes.

Given the fact that I prefer when things keep pace with how my mind works with it, this will have a more mature theme. Language, violence descriptions, and the like. Ben in particular will have a different demeanor rather than this his goofy persona in canon. Gwen and Kevin will also be fleshed out differently, but not to the same extent as Ben. Got it? Ok. Let's begin.

* * *

"Ben? Are you even listening?"

Ben Tennyson snapped out of his daze before looking at his cousin, who was irritated with him if the way she was glaring at him was any indication.

Ever since their summer together, the two of them had gotten along far better. They even considered themselves close. But that didn't stop Ben from being... too Ben at times. Or at least that's how Gwen's mother Natalie, put it.

"Sorry. What were we talking about?" Ben asked. He sounded as distracted as if someone had woken him up in the middle of class.

Gwen sighed while rubbing her temples. Helping him with schoolwork took the patience of a saint. And even they would be running the risk of being driven insane.

Glancing over to the spot he was staring at, Gwen noticed that his gaze was directed at her dresser. And on a specific drawer. That was odd, considering the window was just above it.

"Are you that curious as to what my clothes look like?" Gwen said with a smirk, making Ben recoil. That seemed to get his attention.

"Um, first off. _Ew._ Second..." Ben sighed as he leaned back. "I don't know. Something just feels off."

"Off how? Besides..." Gwen trailed, pointing at his left hand. The skin where the Omnitrix used to be was a little paler than the rest of his arm.

"Yes, besides that. I don't know what it is. It's just a feeling," Ben said before his gaze traveled back to the same spot. Same dresser, same drawer.

Gwen knew what was in the drawer he was looking at. A bunch of her magic related stuff. She still practiced, but she hadn't actually _needed_ to use her magic in a long time.

"You seem interested in that drawer," Gwen pointed out.

"I just keep looking at it cause it beats focusing on Algebra," Ben said, and Gwen couldn't help but roll her eyes at the blatant lie.

Getting to her feet, she saved the page of the Algebra book in her hands before walking over to the drawer that was somehow taking her cousin's attention.

"What are you doing?" Ben asked.

"Satisfying your curiosity," Gwen said before opening the drawer all the way out and carrying it over to their studying spot. "This is everything that's in it."

"That's all your magic stuff," Ben said, picking up the Keystone of Bezel.

He immediately dropped it back inside when he felt the artifact pulse in his hand. It was freaky, and... oddly comfortable.

"Yeah. All of the old charms and a bunch of trinkets," Gwen said before picking up her spellbook. "And then there's this."

"Charmcaster's book. You still have it?" Ben asked.

"I like to keep my skills sharp. We may have a normal life, but it doesn't mean I don't want to be a good sorceress," Gwen said with a shrug.

"Most of this stuff looks like it doesn't work," Ben asked, picking the only other book. He examined it for a few seconds before dropping it back in.

"Mostly. Only thing that has any substantial use are the books. And this," Gwen said before she launched a pink tendril into her closet and pulled out a staff. That trick was new to him.

"Isn't that the staff Hex had?" Ben asked.

"One of them. He kept finding a new one every time we fought him," Gwen said before standing it up and twirling it. Then she used it to rearrange the stuff in her closet back to the way it was before she took the staff out. "But is the one he had when we found the Keystone of Bezel."

"Moments like that make normal feel overrated sometimes," Ben said as he stretched the tiredness out of his limbs.

"I kinda agree. But after aliens, bounty hunters, and all the insanity we had to deal with during our the summer, I think normal is exactly what we need. Besides, there hasn't been anything more substantial than bank robbers since you took off the watch," Gwen reminded him.

"I guess you're right. I just feel the need to _do_ something, you know?" Ben said, picking up the Keystone again. Again, there was that strange pulse that he couldn't make heads or tails of. But instead of dropping it back in, he held onto it.

"You can't seriously be thinking about magic?" Gwen asked, noticing the way he was staring at the Stone.

"If you can pull a rabbit out of a hat, why can't I?" Ben said with a grin as he turned the Keystone over in his hands.

"You know it doesn't work like that, right?" Gwen said with a raised brow. But she was smiling.

"I know it doesn't," Ben said before tossing her the Keystone. "You sure there's no more magic in that thing? It keeps doing something when I touch it."

Gwen caught it easily, and she felt the same pulse he did. It was unexpected. It was like feeling a heartbeat through something artificial.

"Yeah, I felt it too," she said before putting it back down. "It feels... strangely comfortable."

"If that's the case, you could start wearing it like a necklace," Ben said.

"All I remember this thing being good for was creating a bunch of charms I don't want. No normal girl has a bunch of charms that give her a bunch of different magic powers," Gwen said.

"No normal girl can grab something out of their closet with pink energy," Ben reminded her with a smirk.

"The same reason I don't use stuff like this is the same reason you won't put the watch back on. Because I want a normal life. I want to avoid making a life where it's nothing but you, me, and Grandpa Max dealing with alien after alien. I'll do it if I have to, but nothing more," Gwen told him firmly.

"You know, it used to be scary that you basically worded my exact thoughts. Now I'm starting to think it's just the magic," Ben said, making Gwen smirk.

"It's just how I feel. And even if we didn't think the same, I don't need magic to figure out the mind of a doofus," she said, making Ben roll his eyes.

"I'll let you have that one. But can you just, and I know this is weird coming from me, be serious for a moment?" he asked, pushing the textbook away from him.

"Right. Something to do. Well, I know your middle school has clubs and stuff like that," Gwen said, mentally bouncing around ideas in her head. "Do you like sports?"

"Watching, maybe. Playing could be fun, I guess," Ben said with a shrug.

"We'll stick that in the 'maybe' column. I'd suggest an academic club, but..." Gwen trailed as Ben rolled his neck in exasperation.

"No. I hate doing my own schoolwork, much less competing with people way nerdier than me," he said with a yawn.

"Figures. Well, I guess there's always karate," Gwen suggested lazily. Ben frowned thoughtfully at the suggestion.

"That I could work. I'd still be able to kick butt. But, you know. Without lives being at stake. I'd probably be the best starter day one," he said confidently.

"I don't doubt that. A lot of the kids who just join karate are out of shape, have the reflexes of slugs, and can't take a punch," Gwen said with a smirk, which earned her a glare. "So yeah. You'll definitely be the best. Quite the accomplishment, hero."

Ben flushed slightly. Ever since he took off the Omnitrix, he was hearing less "doofus" and more "hero." It made him feel all warm inside. Even though he...

_"No. I'm not going to get into that,"_ Ben thought, furiously shaking his head. Gwen noticed his furious head shaking before putting her hands on his shoulders to get him to look at her.

"You alright?" she asked in a concerned tone.

"I'm fine. Just... memories, you know?" Ben said, sounding quieter than Gwen was comfortable with. "That whole experience when the watch about to blow up. It... was a big eye opener that this kind of life isn't all fun and games."

"You don't deserve to feel guilty, you know," Gwen said, holding his hands with her own. "I'm ok."

"If it wasn't for Gluto, you wouldn't have. You would've..." Ben cut himself off before tightening his fists. "It's better that the Omnitrix is off."

"I can't believe I'm saying this, but I preferred it when you were obnoxious," Gwen said with a sigh. "Let's not talk about that. So what do you think you'll decide on doing?

"I'll ask mom to sign me up for karate tomorrow," Ben said before grabbing the staff that Gwen put down. He then twirled it with one hand, a grin donning his face when he managed to keep twirling it without dropping it.

"What is with you touching everything?" Gwen asked in an exasperated tone before adding as an afterthought, _"At least he seemed to put the previous conversation behind him..."_

"I'm just twirling it. It's not like I'm going to break it," Ben said with a roll of the eyes. "I'd like to think I have a bit more finesse than that."

"Well, enough of your finesse..." Gwen trailed before using another tendril of mana to put the staff back in her closet. "...and back to some Algebra."

"Ugh. Fine. That's part of the reason I came over here in the first place," Ben said before picking up the algebra book.

"Part?" Gwen asked curiously.

"Other parts involve advice and the fact that I don't want to vomit just from hanging out with you anymore," Ben mentioned, making Gwen snort as she stood to her feet.

"Thanks," she said, making Ben smirk as she put her drawer back where it was. His gaze followed it again.

_"What is with me doing that?"_ Ben thought furiously as he focused himself to focus on his homework.

* * *

A/N: It's short, but like I said, it's just an introduction. It's not meant to be extremely long.

If I was any good at drawing anything digital, I'd easily make it a picture of what I'd imagine Ben as an Anodite would look like. But I'm not that good, so a regular Anodite with the Omnitrix symbol behind it will have to do. Hope you all enjoyed!


	2. Chapter 2 - A New Generation, Part 1

A/N: Wow, this got some attention pretty quick. Here's the next chapter. And something I forgot to mention in the introduction was that I changed two things in the story's continuity: One, Ben 10: Secret Of The Omnitrix was officially the final episode of the main series. And two, instead of willing to let Azmuth have the Omnitrix, Ben insisted the that the Galvin remove it. Azmuth didn't want it and Ben knew he might need it again one day, so he kept it with him.

Honestly doesn't make too big of a difference as far as the end result, but the motivation behind that choice makes a difference in the type of character and personality this Ben and Gwen have. I want to emphasize that because of the chain events that happened in that episode, neither cousin walked away the same. But Ben more than Gwen. Gwen is mostly the same while Ben has a darker edge. And it'll be more apparent as the story continues.

* * *

_"Finally,"_ Ben thought, letting out a groan as he walked out of his school.

The teenager had his favorite green jacket around his shoulder with his gi in his bag. Today was his test to see if he would qualify as a first degree black belt. Gwen was already a third. Which wasn't a surprise, given how much of a head start she had on him. At least he had improved to the point where she didn't knock him flat on his back as often as she did when she was helping him improve.

_"That was not a fun experience,"_ Ben thought sourly, remembering each time Gwen smirked at him while he was on the floor. But she _was_ helping him get better, and was definitely a big help in improving his skills. She just happened to take joy out of seeing him flat on his back.

His vibrating phone disentangled him from his thoughts, and the glowing screen showed a message from the girl in question.

_"Say hi to Grandpa to me. Don't be late,"_ Gwen's message read.

_"Will do. And I won't be,"_ he sent back before putting his phone back in his pocket. Then he hopped on his bike and started cycling to his grandpa's RV.

_"Wonder if he'll be able to make the promotion match? He's been busy a lot lately,"_ Ben thought as he parked his bike next to the Rust Bucket, putting his jacket on the seat. "Grandpa Max! Open up! It's me!"

Feeling uncomfortable, the teen wheeled around and scanned the bushes for anyone watching. But he couldn't see anyone there. But the nagging feeling that someone was watching him remained.

Peeking inside, he saw it was completely dark inside with dirty dishes still in the sink. In fact, a lot of the stuff inside looked like it hadn't been touched in a while. The counters showed small traces of dust, showing that his grandpa hadn't been inside for at least a few days.

So, instead of waiting for a response, he grabbed the key that was hidden under a rock and let himself in. It was Grandpa Max's equivalent of leaving the key under the doormat like you saw in movies or TV shows.

"Hello? Grandpa?" Ben called as he ventured further inside. There was mess all over the floor as well. "You usually aren't very messy."

A knock from the small bathroom stall caught his attention, and the teenager was instantly on alert. He approached the door cautiously and made sure to take a step backward when he opened the bathroom stall, raising a fist in case something jumped at him. But it was empty.

_"Nothing,"_ Ben thought before closing the door.

The moment he thought that one word, an alien with a single eye revealed itself from the shadows on his right. Old instincts had him moving before the thing's tentacles could even get close to him. He smoothly recovered from his dive before sitting upright while on one knee.

"Ha!" he exclaimed, slapping his wrist reflexively. It only took a second for him to remember that he didn't have the Omnitrix. "Oh man!"

Dodging another set of tentacles heading his way, Ben slid under the next onslaught before the thing retracted all its tentacles back in its body to make a more whole alien. Ben's expression hardened as he stood his ground, taking a fighting position.

"Alright then, tentacle face. We'll do this the hard way then," Ben said, ducking under a claw swipe.

Lashing out with a kick, the teenager hit the alien in its right leg to make it fall to one knee before kicking it in the face. If the screeching noises the alien was making were any indication, it sounded like it was getting angry.

Dodging several swipes that could probably take his head off, Ben grabbed the alien's swinging arm and flipped the creature over his shoulder before stomping it in the head. Then he smashed it in the head with the nearby fire extinguisher directly next to him, and judging from the way its mouth tentacles were splayed out while its eye was unfocused, it was at least unconscious.

_"I should be good. For now. But what was that thing? And what did it want with Grandpa Max?"_ Ben thought while looking around the RV.

He knew the Rust Bucket had a secret compartments all over it, so he was going to check them in hopes his grandpa left him something.

And he was right. On one of the storage units was some sort of hologram projector.

_"What have you gotten yourself into, grandpa?"_ Ben thought as he started the recording.

* * *

Ben was still wrapped up in his thoughts when he arrived at the dojo. He would have to reschedule his first degree test for another time. If he was even allowed to. But the most important thing was that Grandpa Max needed his help. With... whatever was going on. He still needed to figure that part out. But he was going to need help.

"Well, well. Look who actually showed up early," Gwen said, coming up from behind him with a hug. Ben chuckled before turning around to hug her properly.

"I can be punctual. Sometimes," he said before turning serious. "I need to your help with something."

"Can it wait? Remember, you're supposed to be preparing for your promotion test," Gwen reminded him.

"No, it can't wait. And I'll have to reschedule the thing all together," Ben said, making Gwen's eyes widen in surprise.

"Really?" a voice said, making the both of them jump. It was the sensei that was responsible for overseeing all black belts, and he was looking at Ben with a raised brow. "I know you've trained hard for this, Ben. Are you sure you want to do it at a different time?"

"I'm going to have to. Something happened involving a family member, and I need Gwen to come with me," Ben said.

"Very well then. We can reschedule another time then. Is everything alright?" the sensei asked with some concern in his tone.

"All I know is that it's bad. But I don't know how bad," Ben said, restlessly tapping his fingers on his arm.

"Very well. Gwen, go get changed. The both of you are excused for the day. And... I hope the situation goes well," the sensei said sincerely.

"Thank you sensei," Ben and Gwen said with a bow.

The man walked away, and Gwen looked at her cousin with an expectant look, wanting him to explain now. Ben shook his head.

"Not here. Go get changed. I'll explain on the way back," he said.

"Alright. I shouldn't be long," Gwen said before walking towards the locker room.

Ben tapped his right foot to distract himself while he stood by the door waiting for her to come out. Thankfully, she only took two minutes to change.

"Alright. All done," Gwen said as she walked towards him, smoothing out her blouse and skirt. "Now what is it?"

"Walk and talk," Ben said as they walked out.

"You're starting to worry me Ben. _What's wrong?"_ Gwen questioned, firmly gripping his arm to make him stand still. She knew Ben was prone to skirting around the subject when he was nervous or unsure about something.

"This," Ben said, showing her the Omnitrix.

"Why do you have it again?" Gwen asked, looking around them for no reason other than reflex. As far as anyone with no knowledge about the Omnitrix was concerned, it was nothing but a fancy looking watch.

"I went to Grandpa Max's trailer after I got out of school. He was nowhere to be seen, but there was there was weird looking alien waiting inside. It attacked me, but I managed to knock it out," Ben said before directing them into an alley. "I also found this."

Gwen was handed the recording device that was found in the Rust Bucket, eyeing the object curiously before playing the recording.

While she watched the recording, Ben watched the entrance of the alley to see if anyone was coming, but everyone who walked past didn't even glance towards the alley. It might just be paranoia, but he couldn't shake the feeling they were being watched.

And the last time he had the feeling, he got jumped by a tentacle alien.

"Well, it's obvious that he doesn't have the Omnitrix," she said, putting the recording down.

"It's meant to misdirect anyone who may have found it first. And if I found it... I think he means I need to put it on again," Ben said, holding the device in his hands again.

"He always said that it was your choice. You don't have to do it again if you don't want to," Gwen assured him.

"But if he needs help, I do. And I know as soon as I do, trouble's going to find us again," Ben said, blowing out a puff of breath.

"Something tells me trouble probably would've found us again regardless whether or not you were wearing it," Gwen said as a shadow appeared in the alleyway.

"The Omnitrix ain't yours," a man in a fedora said, immediately catching both cousins' attention. Then he held out his hand. "Give it up."

"If you think that's gonna happen, you've got another thing coming creep," Ben said, balling his hands into fists. Whoever it was removed their face as if it were nothing more than a Halloween mask, revealing that the person was actually a weird fish looking alien. "First tentacle aliens, and now this."

Ben moved took a step to the left, but a laser shot was fired at his foot that made him jump to avoid it. He noticed that it wouldn't have hit him even if he didn't jump. It was a warning shot.

"Don't make me use it on you," Magister Labrid warned.

"You can try," Ben said as Gwen walked in front of him, gaining elevation on stairs made of mana.

"He'll have to deal with me first," she said seriously as her hands started to glow pink.

Labrid fired several shots at her, but Gwen effortlessly blocked them with a trail of mana before hitting his hand with a mana disc. It succeeded in knocking the blaster out of his hands before she trapped him with a giant beam of mana that held the Plumber in place.

"He's not going anywhere," Gwen said, only using one hand to keep the man restrained.

"You've gotten great with that," Ben complimented before turning his gaze to Labrid. "I want some answers, now. Or..."

"Yeah?" Labrid trailed, still trying to struggle out of Gwen's grip.

"I don't know. I'll overfeed you?" Ben said rhetorically, unsure what he could do to make the alien talk. It's not like he could transform into Fourarms to intimidate the guy. Well, not right now at least.

"Do I look like somebody to joke with? I'm a duly deputized agent of the Plumbers: an intergalactic law enforcement organization," the alien told him, making Ben frown.

"I know what the Plumbers are. My Grandpa Max used to be one," he told the Plumber, whose demeanor seemed to change almost immediately.

"Max Tennyson? He was helping me on a case when he went missing," Labrid said, his tone softer.

"You're really a Plumber?" Gwen questioned.

"I have my badge on me," Labrid said, pulling out a circular object out of his pocket. Sure enough, it was a Plumber's badge.

"Yup. That's it. Remember how grandpa mentioned how it's got the symbol of the Omnitrix on it now?" she asked Ben, who nodded in confirmation. The fact that he even bothered going for a warning shot helped Ben with believing this guy's story.

"Wait. He's your grandfather?" Labrid said before pointing at Ben. "You're the legendary Ben Tennyson?"

"Yeah. After Vilgax was thrown into space, I took the watch off and kept it in case I ever needed it again," he told the Plumber.

"I just thought you were some kid who snatched it from the Rust Bucket. Guess I owe you an apology. If you get me out of this thing, maybe we can find your granddad together," Labrid said as Gwen looked to her cousin. Ben nodded his ok, and Gwen let him out of the tendril of mana holding him still.

"Grandpa really is missing. Guess that makes my decision for me," Ben said, pulling out the Omnitrix out of his pocket.

"You sure?" Gwen asked.

"I'd rather say goodbye to normal than to sit around while grandpa's in trouble. Besides, I can't have you saving me all the time, now can I?" Ben said with a smile, the Omnitrix reattaching itself to his wrist easily. Even if the watch hadn't fully reactivated, it felt good having it back on after all of these years.

"What's it like? Having it back on now?" Gwen said, causing Ben to focus his gaze on the device.

"Like reattaching a lost limb," Ben admitted, turning his wrist as he examined it. "I kinda missed it."

"Ready? I've got a place we can post a stakeout at. Forever Knights are looking to get their hands on some alien technology," Labrid said as he put his ID Mask back on, shifting his appearance back into that of a regular man.

"Technology that shouldn't even be on this planet," Gwen said, causing the Magister to nod. Then she looked to her cousin. "You think it's connected to the alien you fought?"

"It might. Alien tech has to come from somewhere off planet, and some new species of alien sniffing around the Rust Bucket definitely raises some eyebrows," Ben said thoughtfully. "Even if we don't find anything concrete, we should at least have a lead."

"That's what I'm hoping for," Labrid said as he lead the way out of the alley.

* * *

"Well, isn't that a sight for sore eyes," Ben said, his eyes narrowed in dislike. "He's a little older, but I know that face anywhere."

"Kevin Levin," Gwen confirmed with a nod.

"You know him?" Labrid asked.

"I used to fight him back when I still wore the watch. He's got powers that let him absorb other alien abilities," Ben told him.

"An Osmosian. I remembering seeing a report for him. He looked like a mix of alien transformations before," Labrid said.

"He tried absorbing the Omnitrix, and it just resulted in him mutating. Looks like he found a way to cure himself," Ben quickly explained in a hushed tone.

"The real question is his reason for being here. I don't imagine he'd ever join up with the Forever Knights," Gwen said.

"He might be brokering the deal. So he's got a connection to at least one of these groups or a way to get into communication with them," Labrid said thoughtfully.

The three of them continued to watch and wait as they examined both the buyers and the sellers. The buyers were obviously the Forever Knights, but they were hidden under robes while wearing their armor underneath.

The sellers looked like regular humans. And that just made it even harder to figure out where this advanced alien tech was coming from.

Kevin then started showing off the laser lancers, which were the product that the Forever Knights wanted. With one concentrated blast, it was powerful enough to blast a giant hole through a train car.

_"Yeah. That definitely seems like the kind of weaponry the Knights would be interested in,"_ Ben thought as he craned his head to get a better look at the truck. The entire bed was filled them crates of them.

"Those lancers are level five technology! Planet Earth only has level two!" Labrid exclaimed as he got out of cover.

Ben and Gwen looked at each with the same incredulous look at Labrid suddenly abandoning their element of surprise. Then again, it was never what they did when the were kids. They just kicked their butts and let the actual authorities handle them. Playing by the rules of said law enforcement was new.

"Hands above your heads, air breathers. By authority of the Plumbers, you're all busted," Labrid said, holding his badge and laser out. The people that were with Kevin for the deal removed their faces, and in their places were the same species of one-eyed alien Ben fought.

"That's the same kind of alien that attacked me in the Rust Bucket," Ben said before his eyes narrowed. "Which means they're connected to Grandpa Max."

"Don't worry. We'll get our answers one way or the other," Gwen said, her hands glowing pink as she nailed one of the DNAliens in the face with a blast. The rest of them started to advance, but Labrid created a wall of fire to stop them from advancing.

"The Forever Knights are still behind us," Ben pointed out as each robed individual started to armor up fully.

"I think now's the time to put the watch to good use again," Gwen told him, giving him a sideways glance.

"Good idea. It's Hero Time!" Ben exclaimed before dialing the cylinder and slamming it. But the only thing he got was a noise that sounded like it was powering down. "Oh, great."

"Ben?" Gwen questioned.

"Having problems here," Ben said as he shook the watch and turned its dial.

"Then sort them out. I'll cover you," Gwen said before hitting several knights in the face with mana discs. Labrid was keeping the DNAliens back with warning shots, but it only slowed them instead of stopping them.

"You might want to start hitting them at this point," Ben said as one DNAlien approached him. He dodged the claw aiming for his head before kicking the alien in the chest. Then finished it with a hard stomp to its face that knocked it out.

"I don't have time for this!" Ben exclaimed as he continued to fiddle with the Omnitrix.

"Neither do we," Labrid said as one of the DNAliens caught his arm with some gross looking slime. Both cousins mentally filed away that it was sticky enough to restrict movement. So none of them wanted to get caught in it.

"How are we looking?" Ben asked while Gwen was keeping a shield up against the Forever Knight's blasts.

"Not good. Move!" Gwen exclaimed as several DNAliens charged at them.

Dropping the shield and sliding underneath an attacking DNAlien, Gwen avoided the laser fire so the DNAlien would get hit instead of her. Ben did the same by moving to the side and shoulder charging the second DNAlien into the gunfire. Both aliens fell to the floor with smoking wounds as both cousins took cover behind a crate.

"Come on!" Ben exclaimed, giving the Omnitrix one last twist. Immediately, the device started to beep rapidly before transforming before his eyes. Now the Omnitrix was a lot slimmer while still firmly attached to his wrist.

_"It's never done that before,"_ he thought before reflexively raising his hand against the wooden fragments that flew his way. The crate they were hiding behind broke into pieces, several fragments flying into his arm and hand. Judging from Gwen's bleeding cheek torn shoulder sleeve, she also didn't avoid the wooden fragments.

"Ben! Quickly!" Gwen exclaimed, raising her hands to surround them with a shield that blocked the spit and laser fire. Ben didn't hesitate at all in dialing the watch and slamming the cylinder, only registering that the selected transformation was tall. Which was all he needed to know.

Regular skin started turning into green moss while his legs became roots. As with each new transformation, a name was born. And this one this was...

"Swampfire!" he exclaimed as he spread his arms out. Then his nose caught a terrible smell. "Ugh. Is that me?"

"Yes. You stink. Mind helping out here?" Gwen said bluntly.

After a few more shots from the Forever Knights, the mana shield she raised to protect them shattered, forcing Gwen to duck the following lasers aimed at her head. A spit from the DNAliens was fired at her back as she retaliated against the Knights, but Ben raised a hand to take it instead. He couldn't even flex his fingers.

"Ew! Didn't you parents ever teach you it's not nice to spit on people?" Swampfire exclaimed with an indignant expression. Another spit being launched at him was the only response he got, forcing him to duck.

On reflex, his hand started to heat up, the goo around it hardening before completely breaking off an old cookie. Ben wiggled his fingers, glad to have full movement back.

"Oh, yeah. That's going to be useful," Swampfire said with a smirk. Labrid had slowly been overrun by the DNAliens, and they kept him in place by covering him completely in spit.

"Don't worry about me!" Labrid insisted when Ben moved to help him. "Just take these guys out!"

"Which ones do you want?" Gwen asked, taking a karate position while her hands were glowing. More Forever Knights were showing up on their right hand side while DNAliens were approaching them from the front.

"I'll take the Forever Knights. Watch the spit," Swampfire told her.

"Yeah. That part I got," Gwen said before running forward and nailing a DNAlien right in the eye with a mana disc.

With a quick jump backwards, Ben wrenched a streetlight out of the ground and batted the group of Forever Knights to the side with one wide swing. The lasers blasts they shot at him did little more than tickle, but those Knights were going home with some broken bones regardless of their armor.

"And they're out of here! Another home run from the legendary Ben Tennyson!" Swampfire exclaimed, raising a hand towards the sky. A wide smile broke out on his face, suddenly feeling a little nostalgic. Something about being out here and fighting the bad guys again felt right.

"Legendary ego, maybe," Gwen said before dropping her shield.

Swiftly sidestepping a spit, Gwen trapped a DNAlien in an energy tendril that covered it from mouth to pelvis. Then she raised her hand over her head before tossing the alien into another one of his brothers. Then took out two more of them with energy discs that knocked them into train cars.

"Who's next?" Gwen questioned, her glowing fists at her side as she eyed the last of her alien opponents. The remaining two seemed to figure out that attacking head on was a terrible idea, so they got in a truck to try and run her over.

"Move over," Swampfire said seriously, moving in front of her with the streetlight still in his hand. Once the truck got close, he knocked the truck over like it was made out of plastic. "Don't you dare."

"Thanks, but I would've been able to... look out!" Gwen exclaimed.

Ben turned around just in time to see Kevin tackle into him while being made completely out of metal. The Methanosian jumped in the air and flipped over Kevin with one hand on his shoulder. Kevin barely had to glance at him while he was still in the air before dropkicking him in the back.

"Heads up!" Ben exclaimed before grabbing Kevin by the head and tossing him towards Gwen. She launched the Osmosian back towards Ben with an energy blast, and he punched him to the ground hard while pressing his root-like foot against Kevin's face. "I'm sure this feels familiar, doesn't it Kevin?"

"Shut it Tennyson," the teen said before managing to knock Ben to the floor by catching one of his feet with a sweep.

Kevin rose up, but before he could hit the fallen hero with a punch, Gwen bound his hands with mana and kept him from lowering them another inch. He looked back at her while struggling to get out of her grip, trying his hardest in order to break free from her restraining grasp.

"All I got business with is Tennyson," Kevin said, still trying to break free as Ben stood up. "This doesn't concern you."

"When you mess with my cousin, it _does_ involve me," Gwen said before grabbing one of his legs with a second tendril.

She lifted Kevin's body as high in the air as she could before slamming him back down the ground. Then followed up with a mana blast that was powerful enough to send him sprawling into a train car, a dent left behind where his body impacted.

_"This is Tennyson's cousin?"_ Kevin thought, trying to shake the stars out of his eyes. He didn't remember her ever being a threat before.

Ben finished the fight by launching a stream of fire at the Osmosian that resulted in the train car blowing up and finally knocking him out, the metal falling from his body.

"That's him taken care of. Now for..." Swampfire trailed before turning around to an empty train yard. "So much for that."

"We'll find them. But first, I think the Magister needs your help," Gwen said, pointing to the still immobile Plumber. Ben nodded before jogging over to Labrid.

"The Forever Knights managed to get away with a truck full of those laser lances," Labrid said as Ben held the sticky substance with flaming hands. The Plumber immediately glanced over at Kevin. "Is he alive?"

"Should be. If you want to ask him any questions, you're gonna have to wait until he comes to," Swampfire said before the DNAlien spit broke apart with a loud crack. "There ya go."

Labrid nodded before moving over to the unconscious Kevin, putting energy cuffs on his wrists. Ben, of course, had his concerns with that idea.

"Couldn't he just absorb whatever's powering those things?" Gwen asked, voicing her cousin's thoughts.

"No. They're energy based, but he won't be able to actually make contact with the energy. Which is the only way for Osmosians to absorb it. It's the best way to restrain felons with powers like or similar to his," Labrid explained, making the both of them nod in satisfaction.

Kevin finally stirred from unconsciousness after a minute or so, and he looked up to see himself in the energy cuffs while surrounded by a Plumber and two old enemies.

Needless to say, today was not a good day for him.

"Energy cuffs," Labrid said when Kevin looked down at what was binding him. "You can't escape. Ain't nothing there to absorb."

"Now then Kevin. We need some information," Swampfire told him, squatting down to his level.

"Really. Now what makes you think I'll give it for free?" Kevin asked with a smirk. Labrid looked to Ben, who gladly obliged by dropping seeds at Kevin's feet.

Those seeds grew into vines that held every part of his body that wasn't his hands and face. Not only could he not move, but the vines had a tight hold that probably could've held a steroid-addicted Tetramand.

"Talk, or this only gets worse for you," Gwen said seriously, holding a glowing fist in front of his face. Kevin looked at his captors over once each before nodding. The grip of the vines immediately started to loosen. They were still firm, but no longer painful.

"Now then son. Listen, and listen good," Labrid said before raising one the lancers the Forever Knights were using. The Plumber then revealed the energy core from the bottom. "These weapons run on Ether-point energy cells: A dangerous technology _way_ too advanced for humans. They shouldn't even _be_ on this planet."

"How does that involve me?" Kevin asked.

"You brokered the deal. You're going to tell me where they are," Labrid said, his tone indicating that he wasn't taking no for an answer.

"And I suppose I get jack all for this?" Kevin asked sarcastically.

But Ben could see a look in his eyes that contrasted his sarcastic statement. It seemed like... interest.

"You're in a lot of trouble son. I'm giving you a chance to help yourself here. Tell us where they are, and I won't send you back to the Null Void," Labrid told him, his tone dead serious. Kevin eyed the Plumber for a few moments longer before giving him a small smile.

"Alright, it's a deal. And besides. Those guys ran off before I got paid," he said, making Ben and Gwen look at each other. "I'm happy to help you find those deadbeats."

"Terrific," Swampfire said flatly before snapping his fingers and the vines retreated into the ground. Then with the press of a button, Kevin's energy cuffs fell off his wrists and into Labrid's hand.

"The real question is how we're getting there. I don't know about you all, but I don't fancy walking to every place we need to go," Gwen said, using her hand to wipe away some of the dripping blood from her shoulder wound and cheek. Ben's eyes glanced at both of her wounds.

"It isn't much. I've been through worse," Gwen assured him, noticing his darting looks.

Ben transformed back to his human form as he examined the wounds close up. She was right. It didn't look more serious than a simple scratch.

"Let me know if it gets worse," Ben said.

"It'll be fine," Gwen told him, waving a dismissive hand.

"If you two are done discussing your flesh wounds, my car is the answer to your question," Kevin said to Gwen, pointing to the vehicle in question.

"Not bad," Ben complimented, completely ignoring the first part of Kevin's statement.

"Isn't she? Even when you're old enough to drive, there's no chance of you getting a ride half as good as this," Kevin said proudly as he walked towards it. Ben rolled his eyes and looked over to Gwen, who only shook her head in amusement.

* * *

"I still think I should drive," Labrid told him. He had taken the passenger's seat, and Gwen sat on Ben's left in the backseat.

"Nobody drives my car but me," Kevin said firmly.

"Do you know anything about those aliens we saw at the train yard?" Gwen asked, looking to Labrid.

"I got nothing. Never met that kind before today, and I know most of em," the Plumber said. Ben brought up the aliens on his recalibrated Omnitrix, dialing through the list.

"They aren't on here, either. Not like I know how this thing works anyway," Ben said before deactivating it.

"Maybe after you get your license, peewee," Kevin said with a smirk.

"And who won our fight again?" Ben said rhetorically, clearly irritated from the peewee comment. Peewees weren't black belts. At least none that he ever met.

"There's been a lot of alien activity on Earth lately," Labrid interjected, cutting the argument off before it started. "Don't know why. Your grandfather thought maybe the weapons deal would lead us to whatever's causing all the interest. Now he's missing."

"Knowing Grandpa Max, he's probably at a restaurant enjoying a roasted cockroach salad. It's a wonder all that all that weird food didn't kill him," Gwen said with a smile, trying to lighten the mood. Judging by the glare she was getting from Ben, it was obviously not working. "Right. Sorry. Not funny."

"It's alright. I'm just on edge. I don't know if he's dead or alive," Ben said, his fingernails digging into his seat.

Gwen knew this situation was hard for him. Ben looked up to his grandpa more than anyone.

"We'll get him back," she assured, putting a hand on the one digging into the seat.

Immediately, a strange energy passed through their two touching limbs, causing both cousins to snatch her hands away in surprise. Ben looked at his hand before looking back at Gwen.

"Was that you?" he asked, confusion on his face.

"I think? That's never happened before," Gwen said, her right hand holding her left wrist. Did her powers somehow respond to Ben's new watch?

"Everything alright back there?" Labrid asked.

"We're fine," Ben assured him he grabbed her hand again. The surge of energy was there again, and this time it was like a slow hum. "It's weird. I can _feel_ this."

"What do you mean you can feel it?" Gwen asked in a whisper. She could see Kevin glancing at the two of them out of the corner of his eye, but he turned back around when she moved her gaze to him.

"Exactly what I said. It's almost like I'm actually touching some kind of energy," Ben said, pulling his hand back and examining the watch. "It's never happened before today."

"Maybe the watch has a weird reaction with my powers?" Gwen suggested, eyeing the device oddly. For the life of her, she couldn't figure out why it felt like the energy was coming from him rather than the watch. Or why her powers were suddenly reacting to physical contact. She had them for nearly three years now. And this was completely new.

"This is it," Kevin said, effectively ending their discussion there. But Ben knew it'd come up again. Everything strange in his life always did.

"That looks about right," the male Tennyson said as they neared the castle Kevin drove them to.

"Question is, how do we get in?" Labrid asked, making Ben look to Gwen.

"Think you can get that drawbridge down?" he asked, making his cousin laugh lightly.

"Think? Please. I know," Gwen said before grabbing the drawbridge with her energy and pulling it down with minimum effort. "See?"

"Nice work," Kevin complimented. Gwen raised an eyebrow before nodding at the compliment, leading the way forward.

"Seems awfully quiet to be a Forever Knight base," Ben said after they walked through several rooms.

"You want to jinx us?" Gwen asked while using a glowing orb of mana for light.

"You can't seriously believe that doesn't look the least bit suspicious?" Ben asked with a skeptical eyebrow raise.

"They're probably all off polishing their armor somewhere," Kevin said offhandedly, but he too looked wary. "There's a hidden door around here somewhere. Look around."

Everyone nodded before looking around the room for anything that might've opened up a door of some sorts. Kevin certainly thought the old looking treasures warranted further study. Ben glanced at him, and only rolled his eyes at his actions. He had no love for the Forever Knights, so he couldn't bring himself to care much.

A gust of wind had him quickly wheeling around fast enough to give someone whiplash. He only found a motionless suit of armor directly behind him. Ben knew he was acting jumpy, but this place made him uneasy. Something about it didn't feel right.

"Something wrong?" Labrid asked, noticing Ben's darting looks.

"I don't know. Something just doesn't feel right about this place," Ben said, still looking around the area.

"I think I may have found the cause," Gwen said while backpedaling. Everyone looked towards her, and widened their eyes when they saw a giant dragon standing in front of her.

"Um... anyone got a plan?" Kevin asked.

"Let's run first, and think about that later," Ben said as Gwen jumped to dodge a tail swipe.

"Good enough for me," Kevin said, immediately sprinting down a long hallway. It was the only way to go from their position, so everyone followed him.

When they entered a second room, the dragon smashed into the ground behind them hard enough to crack the ground. Thankfully, the door was too small for him to get through. Whatever the walls were made of, it was a good thing they were strong enough to keep the dragon in place.

"Company!" Labrid exclaimed as Forever Knights started approaching from the front.

"Nobody move! Hands on your head!" the lead knight said, pointing his sword at them. Kevin's response to that was the absorb the stone wall.

"Make me," he said stubbornly before sticking his fingers in the ground and raising the floor. With a hard slam, each Forever Knight was launched into the air from the impact. More of them showed up after the first batch of Knights hit the ground, and these ones didn't hesitate in shooting.

With a quick gesture of the hand, Gwen put a shield up to cover everyone while Labrid shot through a small hole she made for him. Ben kept his eye on the dragon, and saw that it eventually succeeded in breaking through the wall.

"Let's see..." he trailed while dialing through his aliens. He settled on a short looking alien. And once he transformed, he started duplicating himself in a way that was reminiscent of Ditto.

"Echo-Echo! Got you! Got you! Got you!" he exclaimed as each of his clones jumped at the dragon, knocking it down to the ground. Combat instincts started to kick in, and instead of remaining in place, he got off the dragon before it could fling him off.

Several clones grabbed a copy of themselves by the hands and threw them towards the dragon. This alien was obviously a lot stronger than it looked, given how the impact was enough to knock it back down when it attempted to rise again.

Looking to the side, one of the Echo Echos noticed that the others were making quick work of the Forever Knights. The rest off the duplicates processed this information about as fast as he did before each of them let out a sonic scream. The sound made everyone have to cover their ears, but it did far worse to the dragon. Its metallic frame started to fall apart and Ben didn't stop until the thing was scrap metal.

"You could tell us when you're going to do that," Kevin said with a frown.

"Seriously. I've got earplugs in my purse," Gwen said, putting a hand on her hip as she looked down at him.

"My bad," Echo Echo said as the clones all joined together. "But it was the only move I had. Would you rather the thing eat me?"

"Not a word," Gwen interrupted before Kevin could say anything. Regardless, the Osmosian looked amused.

"That's all of them," Labrid said, putting all the lancers into a pile. "If you wouldn't mind..."

"Wait," Echo Echo said before nodding at Gwen. She nodded back before grabbing one of the lancers for herself.

"Why are you keeping one?" Labrid asked.

"If we can't find any trace of where those aliens could be through the Knights, then I might be able to track them through one these things," Gwen told him.

"No need. I still got one of them in my trunk," Kevin brought up.

"Oh. Well in that case..." Gwen trailed before tossing the weapon back onto the pile.

"You might want to back up. And cover your ears," Echo Echo said as he backed up. Everyone followed his instructions with no hesitation. He then let out a sonic scream that blew the lancers to pieces. But it made an explosion big enough to disintegrate almost half the room.

_"No wonder Labrid said tech like this was too advanced for humans,"_ Gwen thought, eyeing the damage from the explosion.

"That takes care of that then," Echo Echo said as he transformed back into his human form. But then he noticed there was water leaking out Labrid's suit. Water that turned into steam soon after it hit the ground.

"When did you get hurt?" Ben asked, covering up the wound with his jacket.

"One of those lancers hit me in the fight," Labrid said, his voice coming out in a breathy gasp. "There's nothing to be done."

"I've got a tire patch kit in my car," Kevin said suddenly.

"Go get it. Quick," Ben told him urgently, cutting over any argument Labrid might've had. Kevin didn't even hesitate.

"I need to talk fast. There won't be enough time," Labrid said.

"Then don't it standing up," Ben said as he helped the Magister lie down so he wasn't straining himself.

"I need you all to finish the mission. Find out where all the level five tech is coming from," Labrid said.

"I will," Ben said, pressing harder on the wound. Even with pressure on the wound, it still felt like his water-like blood was seeping out just as fast.

"Your grandfather was on the trail of something big. An alien conspiracy with Earth right in the middle. If you crack this case, maybe you can find your grandfather and save the planet," Labrid said as his skin started to wrinkle. It looked as if he was aging before their eyes.

"I'm not going to be able to do it alone," Ben said, looking to Gwen. She put a reassuring hand on his shoulder.

"You won't be alone," she assured him.

"Thank you, Ben Tennyson," Labrid said gratefully as Kevin got returned with the repair kit. But it was just in time to see Labrid dissolve.

"He's..." Gwen trailed sadly she moved closer to Ben's side, who put a comforting arm around her.

"Yeah. I know. But it won't be for nothing. We're going to finish this," he said, his tone serious before looking to Kevin. "There's no money in this. No glory. But..."

Kevin looked down at Labrid's body before grabbing his Plumber's badge. There was a look in his eyes that suddenly made the delinquent look like an entirely different person.

"I'm in," he said. Ben looked towards Gwen, and she nodded her agreement.

"I don't trust you all the way, but I'll give you a chance to change that," he told the older teen.

"I know. It'd be kind of dumb if you did," Kevin said seriously. Both males grabbed each others' hands and shook once.

There was a time when Kevin would've reached out to his worst enemies in order to destroy him. But he fought with him, Gwen, and Magister Labrid to take out the Forever Knights. His said it was because they didn't pay him, but something told Ben that wasn't it at all. And he wanted to know what it was. Whether the reasons were sincere or sinister.

"Alright. Then let's go," Ben confirmed.

* * *

A/N: In case you haven't noticed, I am not advocating Gwen and Kevin as a pairing right off the bat like Behavior did. Honestly, it was a little strange that if Gwen was seeking some comfort after watching someone die, she'd pick the guy who they weren't even sure they could trust yet. It's just way too soon. Also, Methanosian is the official term for Swampfire's species. And an Osmosian is what Kevin is. People who can absorb matter and energy. Just if you wanted to know.

This chapter went up more than a thousand words post editing. It was mid six thousands in word count initially.

Not a lot if mentioned when it comes to Anodites and how their powers interact with one another, so the whole 'physical contact transfers energy' thing was something I made up in the thought process of making this story. It's going to be a reference point to the fact that Ben is somewhat aware of the energy is traveling through him. He just doesn't know how or why.

I debated whether or not to include energy sharing as a trait among Anodites, but it does seem like an ability that would be possible among them. Anyway, this Author's Note has ran on long enough. Hope you all enjoyed the chapter.


	3. Chapter 3 - A New Generation, Part 2

A/N: I decided to drop this chapter a lot quicker since it is after all, the second part to the first episode. Had to divide them. So here ya go.

* * *

"So you sure this is going to work?" Ben asked.

"Never tried it before. But in theory, I should be able to track this thing back to the people who used to own it," Gwen told him.

"Then let's put that theory to the test," Ben said as he stuck his head back inside the car.

"You've grown up Tennyson," Kevin said, making Ben look towards him.

"I haven't seen you for years. Of course I have," he said, making Kevin roll his eyes.

"That's not what I meant, genius. I mean the way you took down those Knights back at the train yard. It's the way I'd put them down," the Osmosian said with a smile.

"I don't try to kill them, if that's what you're suggesting. But I just don't exactly... you know. Hold back as much as I used to," Ben said with a shrug.

"What do you know? You aren't a complete goody two shoes," Kevin said with a smirk.

"I never said I was. It was just that..."

"Follow me!" Gwen exclaimed, cleanly cutting through their conversation. Kevin started to slowly drive forward after her, and Ben was willing to leave the conversation there. Kevin was not.

"You were saying?" he asked.

"After all the aliens and all sorts of life threatening stuff, I got tired of taking other people's shit. At least from people I really didn't like," Ben said, a hand resting on his cheek.

"That I get. I've had to lay the smackdown on any freak who thought he could..." Kevin stopped himself before leaning his head out the window. "C'mon, Gwen! Paint job!"

Ben rolled his eyes while barely suppressing an amused snort. Something told him that Kevin loved his car more than what most people considered healthy.

"Did you often do deals with the Forever Knights?" Ben asked.

"Not really. Only every once in a while whenever I got my hands on some tech I knew they'd pay good money for," Kevin said.

"So what? You decided to spend your life as some sort of amateur arms dealer?" Ben questioned.

"Amateur? I was good at what I did, thank you very much," Kevin said in an as-a-matter-of-fact tone.

"Not the point. Just make sure not to do anything that'll give us a headache in the long run," Ben told him.

"Tennyson, when I agreed to this, I thought it'd be obvious I wouldn't want to make things harder for myself," Kevin said as if were talking to someone slow. Regardless of him being the one driving, he hit Kevin on the arm. Kevin returned the favor, and Ben decided to let it go before this whole trip was reduced to nothing but them trading blows. Even though he really wanted to hit him back.

Gwen's tracking ability eventually lead them to an old mine shaft. There was a guy with a mustache standing guard at the entrance, armed with a shotgun. The three of them took cover behind a box while they planned their approach. Well, two of them did anyway. Kevin was already moving to get behind the guy.

"Down that mine shaft," Gwen said with a point.

"We'll have to get past the..." This was Kevin's time to immediately knock the guy out with a hard punch to the back of the head. Once they saw he was out, both cousins quickly ran up to him. Ben looked annoyed, and Gwen looked like she wanted to punch him.

"You hit him too hard!" she exclaimed with a glare.

"Not him... "Kevin trailed as he removed the DNAlien's mask. _"It."_

"It's like the mask Labrid and those alien used to disguise themselves," Gwen said as Kevin handed it off to Ben.

"This could be useful," he said before pocketing it. Then the three of them got onto the elevator and started their descent to the mines below.

"Not much to see down here," Kevin said before a tall ship came into view.

"You wanna retract that statement?" Ben questioned, eyeing all the DNAliens that were working tirelessly. "There's a chance grandpa's in that ship."

"If we want to get to grandpa without attracting too much trouble, then we definitely can't fight our way through. We have to find another way," Gwen told him.

"That's the idea," Ben said as they got off the elevator. To the side, he noticed a mining cart with a sheet covering the top. "We'll sneak through."

"With what?" Kevin asked as Ben pulled out the ID Mask.

"How do you use this thing?" he asked.

"Just put it on, and it'll register any form you want to transform into," Kevin told him.

Ben smirked before putting the mask on his face, his form morphing into a DNAlien. He was glad that he only looked different. He didn't have to adjust to the way the alien walked or perceived stuff.

"Alright, now..." Ben trailed as he pulled up the mining cart and lifted the sheet. "In."

"Why?" Kevin asked.

Ben tilted his head at Kevin and gave him an "are you dumb" look. Gwen only hopped in the cart without saying a word. When Ben shook the cloth twice, Kevin finally seemed to get it and hopped in before covering him and Gwen. As soon as they did, the cart started moving forward with Ben acting like he was a regular DNAlien worker.

He didn't say a word while walking. It was likely that these workers said next to nothing to each other while they were busy, and that suited their purposes just fine. It helped them continue forward without raising any suspicion.

"Furthest I can go," Ben said as he stopped the cart. He drove the mine cart in the ship, and luckily, there were no active aliens on guard duty. Probably because they thought no one knew they were posted up here. And having every hand on deck to work was more important than security.

Ben lifted the sheet, both Gwen and Kevin hopping out of the cart while holding their arms. To them, it definitely felt like the temperature was below zero.

"It's freezing in here!" Kevin said, drawing his shoulders in.

"Don't be a baby. What's next?" Gwen asked, looking to her cousin as he removed the mask.

"Look around for Grandpa Max. Or at least, the weapons you traced here," Ben said as he started to hug his shoulders. It's a good thing Labrid's blood dissolved not long after it hit a surface. He couldn't imagine being in here with a jacket that was damp with blood, regardless of how thin it was.

"Give me a second," Gwen said before her eyes started to glow pink. When she was done, her expression was sorrowful. "Grandpa _was_ here. Like a couple of weeks ago, but he's gone now."

"So we're too late?" Ben asked, looking to the side frustratingly. Gwen put a hand on his shoulder, his expression hardening as a result. "Well, we obviously can't just leave them to do whatever they're doing."

"What do you suggest?" Gwen asked.

"We blow this ship to smithereens," Ben said before continuing forward.

"Is he like that often?" Kevin asked as he and Gwen started to follow a grim faced Ben.

"No. Things just... changed after the Omnitrix almost blew up," Gwen said before moving to follow her cousin.

"The watch almost blew up?" Kevin asked.

"Would've taken the whole universe with if it did. After that, he changed. I think we all did, a little," Gwen said, her eyes on Ben as he approached a door. "Why target the ship? Why not just get what we came here for and leave?"

"Magister Labrid and Grandpa Max were working together in order to stop an alien conspiracy. This ship looks like an important part of what they're doing here, so we should get rid of it," the Tennyson male said as he continued to examine the ship.

"It _does_ make sense," Kevin admitted, and Gwen nodded in agreement. It did make sense, but it didn't feel like the _real_ reason Ben was doing it.

All of them searched thoroughly, but Kevin was the first one to find something. He absorbed metal off an almost unnoticeable door before punching it open, revealing the lancers they saw from the arms deal.

"This was definitely the source," Ben said, eyeing all the weapons. "Let's destroy them. We really don't want these things around while we're wandering aimlessly. And doing it quietly would take too long."

"Loud it is then," Gwen said as she cracked her fingers. Then, she spread her hands out and shot out a continuous stream of energy that blasted each lancer to pieces. While maintaining a shield to avoid anyone getting hurt by the resulting explosion.

"Good. Now for the ship," Ben said.

"Somebody was bound to hear that," Gwen told him.

"Someone _did_ hear it," Kevin said before pointing upwards. A DNAlien that heard all the commotion was speaking in whatever language they used to communicate in order to rally the rest of its kind.

One of them let out a really gross gagging sound, and Gwen immediately raised a shield to block the spit that was being shot at them. Ben had already dialed the Omnitrix and slammed the cylinder.

"Humungousaur!" he exclaimed before registering what his form was. It was very simple, and he knew simple solutions were often the best. There was a technical term for it, but he wasn't bothering to try and remember what it was. "Now you're in trouble!"

Then he leaped over Gwen's shield and pinned one of the aliens underneath his foot. He dragged his foot forward and launched the DNAlien into one of its brethren. Then started pursuing the rest of the aliens with a roar.

"Save some for me. Those freaks cost me a major payday!" Kevin exclaimed, absorbing the floor underneath him.

But he faltered when Gwen, who was looking at him rather than the DNAlien she was trapping with her mana, gave him an unimpressed look that made him feel like he just said something offensive. Like pizza was disgusting or waffles were better than pancakes.

"And you know. Because they're evil, and we're against that," Kevin amended before running ahead to fight the aliens in front of him.

Humungousaur was punching the DNAliens hard enough for them to make a strange squish sound under the strength of his knuckles, but he was eventually overrun as nearly two dozen aliens hopped on him and knocked him to the floor. One of them immediately spit on his wrist to pin his arm to the ground.

"Ew. Disgusting little..." he growled before pulling his arm free with the stone still attached to it. With a loud roar of rage, he punched the DNAlien that spit on him with enough force to break the stone still stuck to him.

Gwen was also hitting them with blasts hard enough to break steel, and Kevin wasn't exactly an advocate of showing mercy to a bunch of alien henchmen. It was honestly hard to tell whether any DNAlien on the ground would be able to walk straight if they were conscious.

"We kicked their asses!" Kevin said with a satisfied smile.

"Still not done here though. We've still got to... Aw, man..." Humungousaur trailed before looking up. Gwen and Kevin's gaze darted to where he was looking, and there was a white alien staring at them. He was even taller than Humungousaur.

"What are you vermin doing on my ship?" he questioned.

"Says the four-eyed freak," Kevin retorted.

"You obviously run this show, so I'm only going to ask you once. Where is Max Tennyson?" Humungousaur growled, pointing a finger at the Highbreed.

"Filthy creature! You would dare to command a Highbreed?!" he snarled.

"Obviously," Kevin said before running up to the Highbreed with a battle cry. But the commander batted him away as if he were nothing more than an annoying gnat.

Gwen and Ben started moving at the same time. When the Highbreed ran at Kevin, Gwen was already in the process of binding the Highbreed's hands together. Ben pulled on Gwen's mana tendrils, pulling the Highbreed into his punch that floored him hard.

Moving closer to the Highbreed, Ben kept the alien's face pressed into the dirt with a foot that was constantly applying pressure.

"Where. _Is he?!_" Humungousaur roared.

His only response was the Highbreed hitting Ben's leg with his bound hands, causing him to fall to the ground. The strength the Highbreed put into the effort also knocked Gwen to the floor. She was no longer maintaining the bindings, but they were still being held by an independent source of mana.

"You do not command me, _maggot,"_ the white alien said, the word coming out like it disgusted him just saying it.

"If you insist, you pasty freak," Humungousaur retorted as he rose to his feet. "You two figure out a way to take out this ship. I'll deal with Four Eyes."

"You sure you can handle him?" Gwen asked.

"We'll find out," Humungousaur said as he approached the Highbreed, who broke out of his shackles not longer after. Gwen and Kevin then ran off to go find the ship's controls.

"Maggot! You would face me alone?" the Highbreed questioned.

"Uh-huh," Humungousaur growled as they ran each other, the both of them grappling for dominance. Ben hit the Highbreed with a knee to the gut, but that didn't stop the alien from hitting the Tennyson with a wide swipe that knocked him into a console.

"You wished to know about Max Tennyson? You will soon share his destined fate, you filthy pest," the Highbreed said as he grabbed Ben by the neck.

"What?!" Humungousaur growled, trying to pry his grip off. It was unsuccessful until he tightened his grip hard enough for something in it the Highbreed's hand to crack.

"Agh!" the Highbreed said, reeling back as he held his hand. He didn't even have time to say a word further before Humungousaur's fist came barreling into his face. It was strong enough to knock the alien into a console.

"You won't touch my family. I won't give you the chance," Humungousaur growled before his size grew.

Previously the Highbreed was taller than Humungousaur by a head. Now the dinosaur-like alien towered over him by a quite a few feet. And with that extra height came extra strength that was waiting to be used.

Growling angrily, Ben grabbed the Highbreed's incoming fist before grabbing him by the throat and slamming him into the ground. The commander attempted to rise, but a hard punch to the face stopped that immediately. Ben kept him pinned on the ground by pressing his knees on the Highbreed's arms.

"If we do this, we should have enough time to get out of here," Kevin said as he ripped out a few wires with his metal hands. Immediately, the core of the ship started to fizzle with electricity. It wasn't going to go up immediately, but it was going to blow soon.

"Now we just need to get Ben," Gwen said before turning around to see what state her cousin was in. She was surprised, and so was Kevin to an extent.

Humungousaur's growth spurt was least of their worries. The main thing was that Ben kept the Highbreed pinned with his knees as he relentlessly punched the alien. The force behind each blow was enough to send blood flying out of his face with each blow. It even caused the metal floor they were under to give out just a little bit further with each punch. And he did it all with an undeniable look of rage on his face.

"Ben!" Gwen shouted, getting Ben to look away from the Highbreed under him. "We have to leave!"

"The reactor's going to blow up soon Tennyson! Unless you want to travel to the great beyond with these guys, I suggest you leave!" Kevin added, making Ben look back down at the Highbreed under him. The alien wasn't dead, but it was obviously beaten to the point where it couldn't even manage a derogatory insult.

Ben soon shrunk down to Humungousaur's default size before turning back into his human form. The look of rage had faded; replaced with a blank expression. Without a word, the three of them started to run for the exit.

Many of the DNAliens noticed all the commotion on the ship, and they were waiting for them as soon as they exited. Gwen easily held up a shield to block the spits that were coming their way as they ran for the elevator, and Kevin knocked away any of them that were in punching range.

When they got to the elevator, a DNAlien managed to grab onto Ben's arm before the elevator closed. But the teenager swept the alien off its feet and kicked it into the wall before it even hit the ground. By the time the DNAlien even managed to try and get up off the ground, they were already going up.

The ship had blown up when they neared the surface, given how they could feel the explosion even while above ground. Whatever Kevin did to it, he did it well.

"Nice job you two," Ben said with a small smile when everything calmed down.

"What was that back there?" Kevin asked, causing Ben to tilt his head at him questioningly.

"What?" he asked.

"Don't play with me Tennyson. You were turning that alien's face into a pancake that was just sat on," Kevin said with a point back towards the elevator.

"What he means to say..." Gwen trailed as she gave him a 'shut up' type of look. "...is that neither of us have seen you so aggressive."

"That white alien told me he was the one that put a kill order on Grandpa Max. With him missing, I lost my temper and... you saw the result," Ben said before blowing out a puff of breath. "I'm fine now, though."

"You sure?" Gwen asked.

"For now. But we're not done. Not by a long shot. We need to find Grandpa Max. And I know for a fact there are more of these aliens," Ben said.

"And we'll kick their butts too," Kevin said, slamming a fist into an open palm.

"So this is our team, huh?" Ben said, looking between Gwen and Kevin.

"Oh, excuse me if we don't all meet the great Ben Tennyson's standards," Kevin retorted sarcastically.

_"But_ we've all got a common goal, and we can all unite on that. Meaning, if I have to hear you two argue all the time, I'm going to kill you two before the aliens get a chance," Gwen told them with her hands on her hips. Ben couldn't help but chuckle, and Kevin joined him not long after.

"Yes, your highness," Ben said with a mock bow that made Gwen punch him on the arm.

"Shut up you," she said, unable to hold back a grin.

"So..." Ben trailed, managing to dispel his laughter before holding a hand out. "...partners?"

"Partners," Gwen said, putting her hand on his. The two cousins then looked to Kevin, whose face eventually formed into a small smile before joining with their hands.

"Partners," Kevin said.

* * *

A/N: Ben's rage moment I equate to when the Wildvines dragged Gwen underground back in the first series. I'd imagine it'd be like poking a dragon with an extremely sharp stick, telling Ben that you planned on killing someone in his family.

I could've stuck with the whole "sterilize the area" thing from the show, but the Highbreed mentioning Max by name would probably elicit a far worse reaction from Ben. And he would have reason to since Ben was bringing him up. Plus this is something that would piss him off enough to get him and get him swinging hard, fast, and relentlessly. Plus Ben hasn't exactly spent the past few years just playing soccer.

So between those two factors, Ben's chances against the Highbreed are definitely a lot better than those in canon. Hope you enjoyed the chapter.


	4. Chapter 4 - Old Enemies, New Team

A/N: Name of this chapter sucks, but I couldn't think of anything else.

This is based on the episode "Kevin's Big Score." And I'm sure of you are thinking that I missed "Everyone Talks About The Weather." I didn't. I just don't see a point to writing it. At least, when things play out in almost the exact same way as it would in canon. With only a few differences in alien transformations, fights, and the like.

If not much changes, then there isn't much of a point to writing it. If something happens that would be significant enough to write, then I'll write it. It's a formula I use when I make a story based off canon episodes of a show, book, or something of the sort. I find it helps cut down on chapters that would be considered tedious to write and read respectively. Got it? Cool. Let's start.

* * *

"Begin."

That one word was all Ben needed before advancing towards his opponent, which was a black belt by the name of Bruce. The two deflected each other's attacks before Ben went in for a headbutt. It was blocked by Bruce's hand, but Ben's feet were already moving to sweep him. He had a fistful of the guy's gi before he even hit the ground while raising a fist.

"Point," the sensei said, placing a hand down. Ben helped his opponent stand up straight, whose face was still determined even as he smoothed his gi out.

The next match, Bruce was the one to advance on him; forcing Ben to swiftly move his hands to block the rapid strikes aimed at his head and chest. But he made a mistake in going for a wide kick while up so close. Gwen told him long ago that she punished plenty of people for daring to do that when up close like Bruce was now. Less space meant more ways to counterattack, given more of their body was available to you while up close.

So Ben grabbed his foot and the fist heading his way before kicking his opponent off the mat with a powerhouse kick. Bruce landed hard, but they weren't elevated in any way. Not to mention Ben wasn't trying to hurt him.

"Point. Next point means victory," the sensei said as Bruce took his place on the mat again. "Begin."

Both black belts met each other directly in the middle; lashing out with fists and deflecting blows that got a little too close. Ben could see a faint bit of frustration on Bruce's face. As if he expected for Ben to make this easy for him.

Ben lashed out with a kick to the side of his head while at the same time going for a palm strike to the chest. Bruce was prepared for both as instead of responding to one, he responded to both by tossing Ben to the edge of the mat. He used his hands to stop his fall and was about to flip forward to recover and get back on his feet, but a kick to the crotch land had him exhale hard as he landed out of bounds. Many of the other students hissed in sympathy.

"Watch where you aim, Mr. Yamamoto. But it is a point all the same," the sensei warned, and Bruce apologized. Ben knew better. The hidden triumph in his eyes let him know that it was an intentional tactic.

_"I'm so getting you back for that,"_ Ben thought as he got back to his feet. Now he was a little angry.

When the sensei gave the word, Ben was merciless. He hardly let his competitor get an offensive strike in, forcing him to block punch after punch. Ben knew he didn't need to hit low to hurt him. Just needed to hit the right spot with the right amount of force.

He managed to break Bruce's guard and caught him with a punch in the stomach that winded him. But instead of bending over, Bruce lashed with a kick that Ben caught before raising his foot and kicking his opponent in the face three times. Two of the kicks were soft compared to the last one that sent him flying off the mat again. He was going to have a painful bruise on his nose.

Exhaling while still standing the crane position, Ben managed to quell the small pricks of anger that started to surface. But now that the match was over, the painful sensation between his legs was starting to register again. Not as painful as it was initially, but it still hurt.

"Point. Victory," the sensei said as Bruce rose to his feet while holding his nose. Ben hid his smile when he saw Bruce wince after touching the bruise. It wasn't a worse pain than what he was feeling, but he'd be dealing with that bruise a lot longer.

Regardless of the fact that he won, Ben was still annoyed that his opponent resorted to kicking him in the balls to help give him an edge. He still bowed at the end when all was said and done, but he was as stiff as a board when he did so.

His stiff attitude soon gave way to one far warmer when his sensei officially congratulated him on his improved skill and speed. Now he was a first degree black belt. Took him almost a year to even get it, but his sensei told him that it was still a serious accomplishment. Apparently, he and Gwen were outpacing the average speed that was expected before improvement. Go figure.

"Nice job Ben. First degree," Gwen said as they were leaving the dojo. Her tone was full of approval, and it elicited a wide smile from the male cousin.

"Between your help and my impeccable skills, it was only a matter of time," Ben said with a sniff, making his cousin cuff him in the back of the head.

"Don't make me finish what he couldn't," Gwen said with a stern look, but the corners of her mouth were upturned in a smile.

"I doubt you're that much of a jerk," Ben said with a grumble. "I thought people were supposed to have honor in these kinds of things."

"That's in the movies. In actual dojos, there are people who will aim for sensitive parts and call it an accident," Gwen told him before smiling at Ben's narrowed eyes. "I know that look. And I made sure to get the guy back. The sensei didn't seem to mind, because I know for a fact I wasn't very subtle about it."

"Good," Ben said in a satisfied tone before cracking his neck. "I can't wait until I'm old enough to drive."

"Even when you do, I hope you plan on getting your own ride," Kevin said, making them quickly turn around to face him. He was leaning on the roof of his car, staring at the both of them. "Because there's no way you're driving my car."

"I'm actually a damn good driver, thank you very much. But I planned on getting my own car anyway," Ben said with a roll of the eyes. He took the backseat and Gwen got in the front.

"How'd you know to pick us up?" Gwen asked, looking to Kevin once he entered the driver's seat.

"I stopped by Tennyson's house, and when I asked for him, his mom told me you both were at karate practice. Speaking of which, she's a little wary of me," Kevin said, looking in the rearview mirror to glance at Ben.

"Would you trust your kid around someone like you?" he asked with a raised brow.

"My kid would be lucky to find someone as cool as me," Kevin said, making Ben snort. Gwen put a hand over her mouth to suppress a laugh. "Zip it Tennyson."

"Which one?" Ben and Gwen asked simultaneously with one raised brow.

"Both," Kevin said in an annoyed tone.

"As his royal highness wishes," Ben said with a smirk, making Gwen snicker. She only smiled innocently when Kevin fixed his glare on her. "Don't take us home, though. We need to check out the Rust Bucket. Hopefully no one's touched it since I last saw it."

"What's a Rust Bucket?" Kevin asked.

"It was our grandpa's RV," Gwen said.

"That piece of junk?" Kevin asked incredulously.

"You'd be surprised at how well it runs," Gwen told him with a smile.

"If you say so," Kevin said with a shrug before driving off.

* * *

"Whoa," Kevin said once he saw the interior. More specifically, the broken window, tables, and claw marks that were all over the place.

"This is after I ran into the DNAlien that was hiding in here," Ben said, running his hand over one of the claw marks. "Makes me glad Gwen suggested the karate lessons."

"I don't steer you wrong often," Gwen said, running her hand over one of the scratched surfaces.

"Can't argue with that," Ben said before moving over to the front and trying the engine.

"This thing even work?" Kevin asked, eyeing the RV critically. Ben turned the key, and all he got was a couple of sputters.

"No. Whatever happened to it, the engine sounds like it's useless now," he said as he opened a compartment.

"I could fix it up for you," Kevin offered, making Ben look at him with a raised brow. Gwen also had a similar expression on her face. "What?"

"You're willing to fix up the RV for free?" Ben asked while pointing at him.

"Something wrong with that?" Kevin asked with a raised brow.

"Just strange is all," Gwen told him.

"Hey, I've changed. I can't do something out of the goodness of my heart?" Kevin asked, putting a hand on his chest like he was offended. But both cousins gave him the same doubtful expression. But Ben had his hands crossed over his chest, and Gwen had her hands on her hips.

"You know, I can see the family resemblance when you two do that," he told them, pointing at between the two of them.

"And the eyes. We've heard it all before," Gwen told him, waving a dismissive hand. "Now why are you doing this? It sounds like there's some sort of catch."

"No catch. You guys said it yourselves. You don't trust me all the way. So I at least want a chance to prove it to you. That I'm not solely out to do things for myself," Kevin said, and it was sincere. Nor was it a lie. It just wasn't all about fixing up the RV.

But Gwen's face softened, and even Ben looked somewhat apologetic.

"True. You can say I've just been a bit paranoid," the male Tennyson said, scratching the back of his head. "What happened four years ago doesn't exactly just disappear after a few days."

"I know. But this is just something small I can do," Kevin said.

"Alright. Later though. I want to do some practicing while we still have the time," Ben said, holding up the Omnitrix.

"Aren't you a pro with that thing?" Kevin questioned, making Ben snort.

"This is a new Omnitrix. I gotta make new moves since literally all of the aliens changed. Believe me. I've dialed through each of them. So I want to try them all out and improve in case we run into something that's more threatening than the aliens we ran into," he explained.

"So I get the chance to pummel you for free? Awesome!" Kevin said with an eager smile.

"Don't get too excited. Remember who won all our fights in the past?" Ben said with a raised brow.

"But I'm better now. I got more control," Kevin said, making Ben smile in an almost predatory way.

"Challenge accepted," he said, his smile widening.

"Neither of you kill each other. Cause I'll probably have to be the one who has to scrape you off the field," Gwen said, giving both boys a piercing gaze.

"Yes, madam," Ben said sarcastically, which earned him a punch in the arm. "Ow!"

* * *

"Ready?!" Gwen shouted.

Kevin absorbed the ground, the material traveling through his entire body. Ben then dialed the Omnitrix and it landed on a transformation he was unfamiliar with before slamming the cylinder.

"Big Chill," he said, his voice turning into that of an ethereal whisper before looking to his cousin. "Ready."

Gwen snapped her fingers, but with the mana that was in her hands, the resulting noise was comparable to that of a gunshot.

Kevin immediately started the fight by digging his fingers in the ground and tossing two rocks the size of basketballs. On reflex, Ben flew into the air and avoided the rocks before speeding towards Kevin.

The Osmosian lashed out with a punch when Ben got close, but every muscle in the Necrofriggian's body seemed to constrict when Kevin attacked him. But that's because his entire body turned intangible, causing the Osmosian's fist to pass through him.

_"Alright. Ghost powers and flight. But there's got to be something to all this cold I feel,"_ Big Chill thought before Kevin started running at him again.

This time Ben didn't turn invisible or fly away, but instead met Kevin's punch by deflecting his arm away from him with a raised hand. Immediately, his foot rose up to kick the Osmosian in the chest, which was blocked. But Kevin didn't expect the second one as Ben hit him under the chin with a flip kick, releasing his foot. Ben mentally filed away that this alien at least had reasonable strength.

"Karate and ghost powers. This is so not fair," Kevin said with a groan.

"Who said life was fair?" Big Chill questioned in what Kevin could only assume was an amused tone. This alien's voice could even make a friendly greeting sound sinister.

But his statement helped Ben realize what the cold meant. His breath was showing even though the temperature outside was in nowhere near low enough to warrant it.

Inhaling sharply, Ben blew a stream of cold air from his mouth that forced Kevin to take cover behind a tree. The entire tree was frozen solid before it was sent tumbling down with a swift kick. Ben took that opportunity to rush forward as he figured Kevin would be busy avoiding the tree.

The Osmosian's fist met his face as soon as he turned the corner. It stunned him while sending him spinning while in the air, but he was soon able to recover. And immediately forced to turn intangible to avoid more rocks being thrown at him.

_"Wait... Can this alien..."_ Big Chill thought before holding his hands out.

Ben grinned when an ice sword and a curved dagger appeared in his hands. Shaped exactly like how he imagined it. He raised the sword to where it was pointing at Kevin while the dagger was close to his chest.

"Why do I get the feeling he knows how to use those things?" Kevin said to Gwen, who had her nose in a book. She looked up for a moment before looking back down.

"It's some weapon from some video game I can't remember the name of. So I wouldn't be surprised if he knows how to use them from that alone," she told him in an offhand tone of voice.

"Not gonna stop me," Kevin said before jumping in the air.

Ben rose to meet the challenge, but he flew past Kevin while brandishing his sword. The sword didn't cut him, but it did have a certain force to it that killed some of Kevin's momentum in the middle of his jump. But the ice sword had broken on contact with the Osmosian.

"Crap. Ice is too brittle," Big Chill said before tossing the broken weapon and ice dagger aside.

Quickly turning to Kevin, Ben blew out a stream of ice breath that forced the older teen to start running to avoid being frozen. But before he could toss some rocks he managed to quickly rip out of the ground, Ben had disappeared from sight.

_"Ghost powers. Right,"_ Kevin thought, holding his fists up as he kept looking around.

The invisible Necrofriggian froze the base of a tree just by touching it before knocking it down with a kick. Kevin, who noticed the collapsing tree, dodged out of the way.

But the onslaught of trees was yet to stop. Ben was flying along the perimeter, using his ice breath to freeze the trees with ice brittle enough to break of their own accord. While Kevin was forced to dodge each of these, he hardly had any time to pay attention to the speeding blue alien coming at him. But he was intangible rather than invisible, and Kevin was surprised when he simply felt the alien past through him.

But he soon found out why when his body froze up completely, making it hard for him to move. And before he could even think about trying to break out, he felt a clawed finger on his frozen arm.

"And you've lost an arm," Big Chill said in an even tone. Kevin immediately broke out of the ice, the concrete preventing the cold from getting to his skin.

"That one's better than that other one you had. What was his name?" he questioned.

"Ghostfreak. But to be honest, I'm glad I never have to see him again," Big Chill said as his wings folded back in to make a robe.

"Doesn't stop this one from sounding just as creepy," Gwen said, eyeing his robed form warily.

"I think it sounds cool," Big Chill said before chuckling. Kevin punched him in the arm. "Ow!"

"Don't even try and make a joke like that again," he told him with a finger point. "How long before you can change?"

"Whenever this thing..." Whatever he was about to say was cut off by a flash of green. As he was speaking, he put a finger on the symbol and he was suddenly human again.

"Wow," Ben said, looking at his hands like he couldn't believe it happened.

"That's definitely new," Gwen said, closing her book.

"So you can transform back whenever you want," Kevin said.

"It might not just be human," Ben said before dialing the watch again and transforming into Swampfire. Then, swiftly slamming on the cylinder, his form changed into that of Humungousaur. "Oh, yeah. This is really going to be useful."

"Being able to change aliens mid-fight? That's going to be more than just useful," Gwen said as Ben transformed into Big Chill to make another tree collapse. After the tree fell, he transformed into Humungousaur and landed on the tree after gaining some height. It splintered into pieces on impact.

"This rocks!" Humungousaur exclaimed before he turned human again in a flash of green. "Uh, I didn't do that."

"It looks like if you keep changing aliens, the watch times out faster," Gwen said.

"So it's better to use it sparingly. Got it," Ben said as he looked at the Omnitrix. "Man, I may have only had Master Control once, but I sure do miss it."

"Master Control?" Kevin asked.

"It was a function on the watch Ben had when we were kids. Remember when you teamed up with Vilgax?" Gwen asked.

"Yeah," Kevin said, sounding like he hated to admit it. Gwen put a hand on his arm, assuring him with a look that stuff like that was all in the past.

"Master Control let me transform between my aliens back and forth. With no timer and no need to speak. It was a complete accident though. I was just twisting and turning it randomly, and... poof," Ben said, spreading his arms. "Master Control."

"Then try it again," Kevin said in an obvious tone.

"No way. Not only did it take me forever to even figure out, but I want to avoid accidentally activating the self destruct sequence again," Ben said, making Gwen's head snap towards him. Suddenly, she looked as alert as if they were in the middle of an alien fight.

"I would definitely prefer to avoid that," she said, her expression suddenly wooden.

Kevin wasn't even going to bother asking. There was a grim look in both cousins' eyes that further enforced the fact that these two were way different than when they were kids. That was kind of grimness reminded Kevin of someone who had seen too much.

"I'm not worried about it though. This is good enough," Ben said with a shrug before looking at Kevin. "We can wait until the watch is recharged to go again."

"If you say so," Kevin said with a shrug.

* * *

"Look at this," Gwen said with a chuckle, passing a picture over to Ben. "It's us on that fishing trip during the summer."

"'Dweeb and Doofus,'" Ben said with a chuckle of his own. "If you told me we would get along when I was ten, I would've gagged and called you insane."

"Same. But it did happen. Our parents couldn't believe it either," Gwen said with a smile she continued through the box of pictures.

"Well, after kicking alien butt together, you learn to get along with your dorky cousin," Ben said with a friendly elbow in her direction.

"It made you grow up. That's how we ended up getting along," Gwen corrected, making Ben snort.

"Like you weren't immature too," he told her.

"I was not!" Gwen argued.

"You were more mature than most kids, but let's face it. You could be just as childish as me sometimes," Ben said before playfully poking her in the side. "Admit it."

"Ok, maybe a little. But not as much as you. You were _way_ worse; no matter how bad I was," Gwen told him as she looked at another picture.

"It was one of the few ways I could get you to lighten up," Ben said with a grin. "Come on. You had color coded spreadsheets at the age of ten. That's something college students do, and you did that to plan out the summer." Here Gwen grimaced.

"That's one thing I'm glad to leave behind," she said with a shake of the head.

"Wait..." Kevin trailed, sliding out from under the Rust Bucket. Then then pointed at Gwen with the wrench in his hand. "You had color coded spreadsheets when you were ten?"

"It was a phase," Gwen said, her cheeks turning red.

"A really bad one," Ben said before putting the picture back in the box.

"Still, to plan out your summer?" Kevin asked with a raised brow. "Isn't that when kids are supposed to relax?"

"I should've never let you pull me into that conversation," Gwen grumbled, making Ben laugh.

"You should've been smart enough to try and steer it away," he said, grinning widely.

Kevin shook his head before sliding back under the Rust Bucket. He may have been part of this team, but that sort of familiarity made Kevin feel like the odd guy out. Both of them were obviously comfortable with each other, and he was just kinda... here.

"Then there's this," Gwen said, handing him another photo. It was of grandpa freaking out over Ben ripping his old tux.

"Holy crap. That suit is worse than I remember," Ben said with a laugh. "I looked like a raspberry meringue pie."

"Should I even ask?" Gwen questioned.

"Be glad you don't live with my mother when she was experimenting with new recipes," Ben said with a grimace as he put the photo back in the box.

"Still more normal than anything grandpa tried to make," Gwen said with a laugh before grabbing another photo. "Then there was that whole thing with Hex and Charmcaster."

Grandpa had snapped a picture of Gwen taking off on the hoverboard while Ben was trying to get his deactivated Omnitrix to turn on so he could catch up with her.

"Almost makes me wish I didn't smash them to bits. At least I'd have options outside of the watch," Ben said, looking at the photo with a pondering look. "But they were way too dangerous to even let Hex have a chance of getting his hands on them."

"What do you mean have options outside of the watch? If you had any more ways to kick butt outside of the watch, it wouldn't take long for us to be out a job," Gwen said with a smile.

"That'd be nice. Aliens go back to their home planets, Grandpa Max comes back, and we can go back to being normal," Ben said, taking the box of pictures and walking back to the Rust Bucket.

"You like being normal?" Kevin asked, not even bothering to wheel out from under the RV this time.

Kevin didn't see it, but Gwen did. That grim look in his eyes again. That expression always appeared on his face whenever they talked about what happened those days the Omnitrix was about to explode. It was a conversation they avoided bringing up for their own reasons.

"It had its advantages," Ben said plainly as he put the pictures away.

"But you don't get to kick butt as often," Kevin said, making Ben chuckle genuinely.

"That's true. But I do have karate class for that," he said.

"Is that the reason you got into it?" Kevin asked.

"Partially. It was supposed to be something to do when I took off the watch. Gwen helped me figure it out," Ben said, walking back out to take a seat next to his cousin.

"Really?" Kevin asked.

"He wanted something to do, and said no to music, sports, and academics. I suggested karate. He liked it, and stuck with it," Gwen told him simply.

"You don't like sports?" Kevin asked, wheeling from under the Rust Bucket to fix Ben with a look of bewilderment.

"Of course I do. Love watching the Bellwood Bears play football. But I like watching more than playing. I'm also not one for working with teams. There's only been one exception to the rule before now," Ben said, making Gwen smile.

Her, Ben, and grandpa constantly saving the world was basically their entire summer. It took any chance of them having a relaxing vacation, and threw it out of the window, lit it on fire, shredded it, and flushed it down the toilet. Before being eaten by a sewer crocodile.

"I guess in the long run it worked out," Kevin said before fixing one last thing. He then slid out from under the RV while wiping the grease of his hands as he walked in the Rust Bucket. "Alright, I'm going to try the engine!"

"Go ahead," Ben said. Kevin turned the key, and the engine roared to life with no hesitation.

"Nice work Kevin!" Gwen complimented.

"Go Kevin!" Ben said with a thumbs up. Of course, his pleasant expression was completely wiped from his face once Kevin immediately drove off. "What the hell?"

"Go. I'll catch up," Gwen said seriously, and he nodded. He knew the Rust Bucket had quite a few defenses on it, so care was definitely going to have to be taken.

He dialed the Omnitrix and slammed the cylinder to transform into Big Chill. But there was no exclamation of his name this time.

After turning intangible to avoid the blast of a laser, Ben blew a stream of ice breath to force the Rust Bucket off the road. He was a little less concerned about keeping the mobile home in one piece than letting Kevin get his hands on it for whatever he had planned.

_"Should've known it was too good to be true. But there's no way he knew about the Rust Bucket until we showed him. Why does he even need it? And for who or what?"_ Big Chill questioned in his head.

It didn't take long for the Rust Bucket to get back on solid road, but Ben was still on him while invisible in order to have the element of surprise. Kevin shook his head.

"Sorry Tennyson. But you gotta stay out of this until I'm done," he said, hitting the green button that was revealed from his Plumber's badge. But when he looked up, he saw a sight that he didn't expect. His car. Right in the middle of the road.

On reflex, he slammed on the brakes as hard as he could while turning the wheel. He managed to avoid hitting his car, but unfortunately, he was sideways on the road with no momentum.

"Out," a voice hissed, and a hand forcibly grabbed him by the collar. Kevin was unceremoniously tossed out of the Rust Bucket and into a tree.

Ben looked to his right, and was surprised to see Gwen standing there while looking completely exhausted. "What did you do?"

"Teleported... the car," Gwen said, sounding as if she ran three marathons worth of distance.

"You've never tried that before," Big Chill told her, his voice a scolding hiss.

"I managed it, didn't I?" Gwen said with a glare. Then she turned her attention to Kevin, who was starting to rise to his feet. With a quick exhale of breath, Ben froze him to the tree while Gwen kept his hands bound tightly so he couldn't absorb anything.

"You stole Grandpa's RV," Big Chill said, his voice harsh.

"There's a reason for it," Kevin said, making both cousins raise a brow in suspicion. Or in Ben's case, at least do the motion for it.

"I believe him. Not sure if it's a good one, but still," Gwen said.

"What is it then?" Big Chill asked.

"I can't tell you. But if all goes well, I can get you something you need," Kevin told him.

The Osmosian's stance on the matter reminded both cousins of the Kevin they saw at the train yard. The one who would screw over anyone to make a deal. Ben tried to squash his disappointment, and reinforce it with his anger.

"What is it?" Big Chill asked.

"I know a guy. He says he can get me into contact with someone who has a holodisk," Kevin told him.

"Holodisk? What would I want with a..." Gwen put a hand on his arm and tilted her head towards the RV. Then he remembered the message Grandpa left him. "You think it's from grandpa?"

"I don't know for sure. It's Plumber tech, apparently. There hasn't been Plumber activity down on Earth for a long time," Kevin told them.

"Except for Magister Labrid and Grandpa Max," Ben said, the pieces falling into place. "Both of whom were working the same case."

"Why didn't you just tell us?" Gwen asked.

"Because things would go over easier if it was just me. You think the people I talk to would be so forthcoming if they see Ben 10 with me? You've got a reputation," Kevin told him. To Gwen, it most certainly sounded like a good reason. But it didn't feel like the _real_ reason to her. Not to mention there were so many holes in the logic.

"It makes sense, but not complete sense. That's no reason to just not tell us," Big Chill questioned as he walked up to Kevin. With a quick slash of a claw, the ice restraining Kevin fell off and freed him from his imprisonment on the tree. But he was colder than a witch's tits.

"Great. Now I'm freezing," Kevin said, rubbing his arms and sounding every bit as indignant as the Kevin they were getting used to.

"Serves you right for not telling us," Big Chill said as he transformed back into Ben. "We could've just shadowed you to make sure everything went well."

"Yeah, yeah," Kevin said before looking to Gwen, who had yet to release her restraints on him. "Um, Gwen? Could you..."

Gwen's only response to extend the tendrils even more, covering the spaces where the ice did previously. Ben looked towards his cousin, who had a look on her face that he recognized as her thinking look.

"Hey!" Kevin exclaimed, wildly moving to try and break out.

"He's not telling us something," Gwen said, making Kevin's eyes widen slightly before he caught himself. But she saw it, and so did Ben.

"What are you thinking?" Ben asked.

"I can tell he's being honest with the stuff that he's telling us, but not everything is being said," Gwen told him.

"What are you leaving out?" Ben asked, narrowing his eyes at him.

"Look, it's... it's nothing," Kevin said hesitantly.

"It's obviously not nothing if you won't tell us," Ben said. Kevin continued to stay silent.

"If you won't tell us, then walk," Gwen said seriously.

"What?!" Kevin exclaimed.

"You heard me," Gwen said.

"I'm with her. We took a chance trusting you. But when things get down to the wire, you can't trust us enough to tell us the whole story? We can't work together if we can't trust each other," Ben said.

"I trust you," Kevin promised.

"But not enough to tell us the whole story. If you trusted us fully, you would tell us. And as long as you won't, you can't expect us to trust you fully. This whole thing won't work unless we all trust each other," Ben told him. "I know you're used to being alone and keeping your own secrets, but that's not how a team is supposed to function."

"I can't tell you. There are things about me that you don't know," Kevin said.

"And you would rather keep it that way," Gwen said flatly before releasing the restraints on him. "If it means that much to you, then walk. You can keep your secret."

Kevin growled with frustration. This wasn't how he wanted this to go. Getting caught more than likely just screwed up his one chance to change his life around. Well, one way or the other, they weren't going to trust him. May as well do something that was going to accomplish something.

"It involves some stuff that I did. The old me," Kevin said, making Ben and Gwen look at each other. He didn't expect them to share a look of bewilderment.

"Is that what this is about? Your past?" Ben asked.

"There are things I've done that I'm not proud of. Things that if you found out, you'd probably never talk to me again," Kevin said. Both cousins looked at each other again, and Ben sighed as Gwen gestured for Kevin to walk over to them.

"Come here," she said.

Kevin did so with some hesitation, and immediately felt two fists into his gut. He fell down to one knee with the wind completely gone out of his body. But also felt two hands preventing him from falling to the ground.

"That's for lying to us, by the way. You didn't think that we thought of that when we let you join the team?" Ben questioned.

"You don't think we haven't thought about that fact that you've more than likely ripped people off, stole, hurt, and overall acted like a criminal?" Gwen said, her arms crossed.

"Not as much you're suggesting you have, I don't think," Kevin said as he looked between the two. "And I didn't lie to you. I just didn't tell the complete truth."

"Close enough. But news flash. We _have_ thought about it. And while we get that you may not be completely good..." Gwen trailed.

"We at least know that you're trying to change. Because the Kevin I knew when we were kids would sooner cut off his own legs than work with me. The good guy. You're trying to change, and it leaves the stupid stuff you've done in the past where it belongs. All that matters is that you prove to us that you're trying to be a better person here and now. Stealing from us and deflecting the truth is _not_ a good way for you to prove that," Ben explained, his voice suddenly hard.

"Now what's the deal? The _whole_ story this time," Gwen said sternly.

"I have an old running buddy, name of Argit. He told me he could get me an audience with the guy that has the holodisk, but I've got to give him something worthwhile," Kevin said.

"The Rust Bucket," Gwen said, looking back at the vehicle in question.

"Right," Kevin said.

"There's no way we're giving up grandpa's home," Ben told him firmly.

"So you don't want the holodisk?" Kevin asked.

"Of course I do. But who said we have to give him anything to get the info?" Ben said, making Kevin raise a brow.

"I'm listening," he said, making Ben and Gwen smirk at each other.

"How good friends are you with this Argit?" Gwen asked.

"We're not friends. We're old running buddies. That means we'll willingly screw over the other for a payday. It's never personal," Kevin said with a shrug.

"Then that'll make this even easier. Set up the deal with him," Ben said.

* * *

"Looks like a dump," Argit said as they approached the Rust Bucket from the outside. Kevin smirked before leading him inside. Using the Plumber's badge, he revealed all the tech that was built in the mobile home.

"Still think it's a dump?" Kevin questioned rhetorically.

"Ok, that changes things," Argit said, his eyes greedily running over the RV.

"So we got a deal, right?" Kevin asked with a smile.

"Oh, yeah. We've got a deal," Argit said, his smile suddenly turning into a mischievous smirk.

The rat-like was about to fire a set of quills from his back, but he felt himself being lifted off the ground before he could. Suddenly Ben, who was Big Chill, revealed himself while grinning with all of the alien's teeth showing.

"What? Who are you?" Argit asked, not liking the alien's sinister smile.

"You know me," Big Chill said eerily.

Argit's body then started to slowly get trapped in ice. Ice even lodged itself between his quills with how thorough Ben was being. Now it was painful to even try to eject them because it would force the ice around them deeper into his skin.

"You set me up!" Argit exclaimed, glaring at Kevin.

"And you were going to stab me in the back. We're even," Kevin said easily.

"Now we get down to business," Big Chill said in a sinister tone. Sinister even for him that is. "Gwen?"

The girl in questioned grabbed Argit's frozen body with an energy tendril and put him on the ground outside, lying on his stomach.

"You know where the Plumber's tech is. Tell us where it is," Gwen said in a serious tone, raising a glowing hand.

"You think I'm going to tell you anything?" Argit said as if she were stupid.

"Oh, that's not the right thing to say," Kevin warned.

Ben slowly approached Argit's frozen body. He shattered one of Argit's quills with a hard stomp. The pain was similar to a tooth being ripped out, and Argit yelped in pain.

"If I were you, I'd make this easier on yourself," Kevin suggested.

"Because I certainly have no qualms about shattering them all one at a time," Big Chill said, lowering himself to Argit's level. "So I'm only going to ask you once more. _Who has it?!"_ The look of focused anger and the sinister tone made Argit gulp. Suddenly he wished he never told Kevin about this info.

"This guy called Vulkanus has the tech you want. Kevin knows who he is," the con man said, unable to move his head to look at him. Gwen and Ben both looked at Kevin, noticing how he went completely still.

"If you're lying to me..." Big Chill trailed, a foot hovering over his quills.

"I'm not! I swear!" Argit exclaimed quickly.

"Good. Now leave," Big Chill said, removing the ice on everything but Argit's quills.

"Um... you kinda forgot..." A glare from the Necrofriggian cut off whatever the rat alien was about to say. "Thank you for your generosity sir. I'll just leave."

Kevin couldn't help but chuckle at seeing the rat quickly run away, his quills still frozen to his back. He was going to have quite a time getting to thaw those off without accidentally hurting himself.

"That was... effective," Gwen said, eyeing the broken quill on the ground.

"We got the info we needed, and we didn't need to trade the Rust Bucket for it. I'd say it's a win," Big Chill said before a flash of green had him back in his human body again. "Now onto what he told us. Who is Vulkanus? The name sounds really familiar."

"He was a guy I made a deal with a while back. I scammed him with some counterfeit isotopes, and that lead to the Plumbers destroying his ship and leaving him stuck on Earth," Kevin said with a shrug. "And you probably ran into him at some point when you were a kid. Think he was part of some big plan with the bounty hunter Sixsix."

"You had a habit of ripping off a lot of criminals, didn't you?" Ben asked with a raised brow. "You sure you weren't just bad at being good?"

"I'm sure. I tried to kill you, didn't I?" Kevin reminded him before blinking quickly. "Wait, you don't care?"

"You aren't ripping off good people. And I doubt you ever have considering you dealt with a lot of criminals. Them being getting betrayed isn't exactly haunting our dreams," Gwen spoke up, and her tone was flat. Kevin couldn't help but smile at that response.

* * *

The first thing that warned Vulkanus he was being attacked were several of his henchman being thrown through the front door at his feet. The Detrovite rose up in his powersuit before looking at his new visitors. One of them he recognized. Another was a human girl he didn't. The third was a hulking dinosaur brute with a Plumber's badge on its chest.

"Kevin Levin!" Vulkanus exclaimed as his miner henchman formed a line in front of him. "You've got some nerve showing up here after what you did."

"Would it help if it said I sorry? Well, I wouldn't really mean it. But I could say it," Kevin said with a smirk. causing a look of anger to appear on Vulkanus' face.

"Now... Vulkanus, was it? I'm going to leave you with two options. You can either willingly give up the tech that I need. Or I can take it from you, and leave you on the ground licking you wounds. Your choice," Humungousaur said as Kevin knocked out a miner with a punch and absorbed the metal from his pickaxe. It was only enough for both of his arms though.

One of the henchmen looked at his boss, and only when Vulkanus gave them a nod of consent did they charge forward. Humungousaur easily dealt with the first line of them by swiping his tail to knock them out of the way. Vulkanus pulled out a gun that he aimed at Ben, but a quick mana disc from Gwen sent the weapon flying into a corner.

Kevin was able to easily avoid the minions' pickaxes while punching them out of his way. Whatever metal their weapons were made out of, it was hard enough to break bones with one punch. At least he knew they would stay down. Whether from being unconscious or from having a head that was sure to be killing them.

Gwen hardly needed magic powers to deal with the tiny creatures charging her. She was easily able to kick or knock any of them down. She only really used her powers to make sure anyone that didn't immediately fall unconscious stayed down. Typically those that she flipped over on their backs instead of kicking or punching.

Meanwhile, Vulkanus was still battling Humungousaur. The robotic suit did wonders in increasing his strength to where he could overpower a lot of enemies. But it wasn't enough to overpower Humungousaur, who was able to easily bend the robotic fist back to where it was facing the other direction when the Detrovite tried to punch him.

Using his tail to take one of Vulkanus' feet from under him, Ben dragged him across the ground on his face before slamming the Detrovite against a wall.

"The tech. Now," Humungousaur growled, lifting up Vulkanus by the throat. When he got no response, Ben broke one of his arms beyond repair. "I'm not asking. I'm telling."

Vulkanus hated losing. He hated admitting it even more. But in previous situations, he had never found himself looking into the face of someone who looked all too willing to crush him.

"Why aren't you trying to arrest me?" Vulkanus asked. "You're a Plumber, aren't you?

"Not exactly. I'll leave the arresting to the ones that can actually get you to a jail cell," Humungousaur told him. "My only concern is the holodisk in your possession. You have it, and I need it. And I don't mind breaking down the door of a known criminal to get it. Now... last chance."

"Attached to my belt," Vulkanus growled, hating that he had to give it up. Immediately, a large hand was placed behind him and the small disk was taken off him.

"Good. Now..." Humungousaur trailed before dropping him and stepping on his chest plate. After enough force, the chest plate was crushed and the suit refused to work.

"My suit! You're even worse than he is!" Vulkanus exclaimed, jerking his head towards Kevin. "Taking what you want and then still taking more."

"Yes. Because I feel so bad for robbing a known criminal. I'm just tearing up over here," Humungousaur said sarcastically before transforming back into his human form.

"Ben 10?" Vulkanus asked, crawling out of his dysfunctional suit.

"Been a long time Vulkanus. I hope you haven't forgotten about me," Ben said before pinning the criminal to the floor with one foot. "Now let's get one thing straight."

"Kevin Levin may have wronged you once upon a time, but he's our friend. And me and my cousin? We look after our friends. So if you come after him... if you even try and hurt him, and I will help you off this planet. As in, I'll forcibly eject you into space and force you to doggy paddle your way back to your planet. Understand?" Ben said with a piercing stare.

"Yes," Vulkanus said, cursing himself for sounding so scared.

Ben released the criminal before stuffing the holorecorder in his pocket, walking out with Gwen and Kevin next to him. He knew his statement was a bit overdramatic, but he was trying to come across as threatening.

"Did you mean that?" Gwen asked.

"What? No. I don't even have a way to send him into space without Way Big," Ben admitted with a smile. "I just wanted to scare the living daylights out of him. Think I did a good job?"

"He likely ruined that diaper of his," Kevin said with a smile. "If that does keep him away, then thanks."

"That's the difference between friends and running buddies Kevin. We help with your troubles. You may not be the nicest guy out there, but you're alright," Gwen said, making Kevin smile.

"Seriously though. Vulkanus should really find a new occupation. His suit didn't even take that long to scrap," Ben said.

"Considering Humungousaur is bigger, stronger, taller, and heavier, it's not exactly a surprise," Gwen reminded him.

"Doesn't mean it's not disappointing," Ben said.

"That sounds like words you've heard before," Kevin said offhandedly.

Gwen let out a laugh that she unsuccessfully tried to fight, but Ben stomped on Kevin's toe hard enough to make the Osmosian hold it while hopping in place. It still didn't stop him from laughing. Even Ben looked torn between laughter and irritation. What a pair the three of them made.

* * *

A/N: Ben, Gwen, and Kevin aren't official Plumbers yet, so there's less rules and regulations they have to follow at this point. Including how they get info or items they need. It's like the style of a vigilante, but they technically are since they're dealing with aliens their own way. The moment Ben realized an old criminal of his possessed something grandpa left him, he'd just take it. There's no point in bartering with Vulkanus when they can just take it and set a criminal back at the same time.

I prefer this solution than the one to canon. Ben gets the recording, Kevin doesn't have Taydenite mined off his back, and Vulkanus is left with less than nothing. It's a win for everyone except for Vulkanus. Hope you enjoyed.

P.S: Detrovite = Vulkanus' species. Necrofriggian = Big Chill's . Hope you enjoyed the chapter.


	5. Chapter 5 - Bright Lights and Dark Paths

A/N: Based on the episode "All That Glitters."

Not gonna lie. Stuff starts kind of gets serious in this chapter. Again, kind of helps paint the picture of the kind of Ben in this story.

* * *

"Thank you. You can get off me now," Ben said flatly.

With a smile that Gwen knew would irritate him more, she took her arm off his chest before getting off his body and released his pinned limbs.

Ben took the hand that she offered to help him to his feet, but only to pull her down with him. This time, she was to look at him irritably while he was the one that smiled.

"You have all the maturity of a three year old sometimes," Gwen said as she leaned up. This was one of the days Gwen helped Ben train, and his backyard was spacious enough for them to fight. Her place wasn't an option because her mother would kill them if they accidentally upended anything in her garden.

"It can be liberating. Besides, I gotta get my fun in with you pinning me to the ground more than half the times we fight," Ben told her.

"You're getting better," Gwen assured him.

"Getting better is not the same as being better," Ben said before taking a large sip of his water.

"Maybe I'm just destined to always beat you," Gwen said with a smirk.

"Beat this," Ben said, placing his hand on the top of his water bottle. He then turned it upside down before sloshing water on her.

"Three year old," Gwen said with a laugh as she held up a hand to block the water.

"And you love me for it," Ben said with a grin as he wiped his brow of sweat. "Thanks for helping me stay sharp though."

"You can thank me by passing me a bottle," Gwen said, pointing to the cooler. Ben looked over and tossed her a water bottle as he sat down on the picnic table they rarely ever used. "Ben?"

"Hmm?" Ben said as he gulped down more water.

"What's the deal with you?" Gwen asked, uncapping her bottle.

"You've asked that question multiple times. Never had an answer that satisfied you," Ben said with a smirk.

"Not that. It's the way you fight now. It's different. It's more brutal than before," Gwen said, making Ben's smirk disappear.

"You all mean the world to me, you know? You. Grandpa. Mom. Dad. And it took you being dragged away by an army of Wildvines to really understand that," he said, his hold on his water bottle tightening.

"I know it bothered you, but I didn't think that..."

"It would change me? You may have been able to put it out of your mind, but I can't. I failed, and you nearly died because of it. That's one of the reasons taking off the Omnitrix was such a good idea. So a situation like that would never happen again," Ben said, holding on to his water. "So I fight. And I fight to win. By hitting hard and fast."

"I've noticed," Gwen said before sitting next to him and putting a hand on his comfortingly. "Just make sure you don't do anything rash. The Ben I know isn't always serious. He mocks his enemies and has a strange weakness for chili fries."

"Oh, don't worry. That Ben's not going anywhere. And one of these days, he's going to be better than you at karate," Ben said, making Gwen laugh.

"In your dreams," she said, patting his hand twice before standing up. "Now come on. We need to go meet Kevin."

"Oh, right. Patrol," Ben said as he hopped down from the bench.

* * *

"Are you going to stop watching that?" Kevin asked, walking up to Ben. The teenager was still watching the recording they got from Vulkanus. Gwen had gone in the store for a snack.

"Just getting it nice and memorized," Ben said before turning it off and pocketing it. "What's up?"

"Put the recording down and come back to the land of the living. You've listened to that thing more than enough," Gwen said, stuffing a bag of chips in his hands as she walked out of the store.

"Since when do you give me free food?" Ben asked as he opened the bag up and tossed a chip in his mouth.

"Since when do you forgo eating in exchange for listening to a message that I know you memorized the day you listened to it?" Gwen said rhetorically. "Now eat, and tell us the idea you had."

"As the queen commands," Ben said sarcastically. "Kevin. Bring up the map on your Plumber's badge."

"Alright," Kevin said before opening up the map.

"All those blips show the location of a badge. And where there's a badge, there's a Plumber or Plumber's kid. So let's get on the road and head to the nearest one. We need to start recruiting," Ben said before shaking the bag. "Love barbecue, but this brand isn't that great."

"'Thanks Gwen. You're the best for getting me something to eat when I skipped out on lunch today,'" Gwen said in an obvious imitation of Ben's voice.

"His voice isn't that deep," Kevin said. Gwen spared him a withering glance before Ben stood up with a smirk on his face.

"I didn't say I didn't appreciate it. I do. But it doesn't change the fact that this brand isn't that great. Now come on. Let's get on the road," Ben said with a smile before hopping in the car. Gwen rolled her eyes before moving to join him.

Kevin got in the driver's seat, keeping the Plumber's badge on the dashboard so he could see where he was going. If the blip he was following was any indication, it looked like they were heading towards a richer part of the city.

"What were you two even doing before we met up?" Kevin asked.

"Karate," Ben said while crunching on a chip.

"Don't you go to a class for that?" Kevin asked as Ben swallowed.

"We also train together. It's always good to have a third degree black belt giving you lessons on the side," he said before lifting another chip.

"You think I could join?" Kevin asked, making Ben freeze as he held the chip up in front of his face. He continued to hold it as he looked at Kevin.

_"You_ want to learn karate?" Ben questioned skeptically.

"Do you even know the basics?" Gwen asked.

"No," Kevin said with a shrug.

"Well, then you'll be waiting a long time before you learn stuff that would actually be useful. When we started, a lot of the starting lessons consisted of breathing and stretching exercises. You don't exactly start out learning flip kicks and stuff like that," Ben told him.

"Ugh. Then never mind," Kevin said with a grimace.

"But karate _would_ help you with fighting better. It certainly helps me and Ben a lot. Whether we're using our powers or not," Gwen told him.

"Yeah, but I thought learning from Gwen would be some sort of shortcut. I don't really care for taking too long to learn anything useful. Especially when it's not that important. I can kick butt just fine without knowing," Kevin said with a shrug.

"Well, at least you're honest about it," Ben said, going back to his bag of chips.

Then out of nowhere, the 18 wheeler in front of them spun out of control before crashing into a support beam. Ben immediately wiped his hands on his pants as Kevin immediately stopped the car.

"The whole bridge is gonna come down!" Kevin exclaimed before stepping outside.

"Then let's move fast. Gwen, get everyone out of danger. Kevin, get the driver out of the truck. I've got the bridge," Ben said before running forward and immediately transforming. "Humungousaur!"

Before the bridge had a chance to crumble any more, Ben got under it and held it up using his body. But even with Humungousaur's strength, it wasn't easy to keep an entire bridge of this size from collapsing. And he'd be way too tall to fit under it if he grew any bigger.

"The girl!" Gwen exclaimed, which made Ben look up from his position. Sure enough, there was a schoolgirl in the middle of the street, who was about to walk straight into the path of a car.

"Can't... get her!" Humungousaur growled, clearly angry at himself for his position.

Thankfully, a teenager surrounded by a bright yellow aura swooped in and prevented the girl from being run over.

With a sigh of relief, Ben was glad to let the bridge drop once Gwen rescued everyone off of it. Then he turned human behind a corner to make sure no one would see him.

"It's ok Trina. You're safe now. These guys saved you," Ben heard the guy say as he rushed over to join the others.

"I think that was all your doing," Ben said with a small smile. "None of us could get to her in time."

"I'm flattered. But whoever you guys are, thanks. Something strange has been happening to the girls at our school lately," Michael said.

"Strange how?" Ben asked.

"I really don't know how to explain it," Michael said.

"We can discuss that later," Ben said before his eyes darted to his Plumber's badge. "You a Plumber's kid?"

"Yeah, my dad gave it to me. You guys know about the Plumbers?" Michael asked, sounding pleasantly surprised.

"At this rate, we may as well be them," Kevin said with a small smile as he showed his badge.

"I'm Ben. This is my cousin Gwen, and our friend Kevin," Ben said, gesturing to each of them in turn.

"Wait. Ben, as in Ben Tennyson? I am a huge fan of yours! I heard you disappeared," Michael said excitedly before moving over to shake his hand. Though when he did, a yellow colored bolt of electricity sparked on contact.

"Whoa," Ben said with some surprise as he looked at his watch.

"Something wrong with your watch?" Michael asked, pointing at it.

"It's just something it does whenever it comes into contact with people with energy," Ben said with an airy wave of the hand. "Not a big deal though. You are?"

"I'm Michael Morningstar," he introduced before moving over to Kevin and shaking his hand. But when he moved to Gwen, just like with Ben, a bolt of yellow energy sparked between the two. "Huh. This kind of thing doesn't happen often."

"Maybe this time it's because we both have powers?" Gwen suggested.

"That's a theory," Michael said with an interested brow raise.

_"Theory indeed..."_ Ben mused mentally, looking at his hands.

"Ok, now that we've all met..." Kevin trailed.

"I should make sure Trina gets home ok," Michael said as they all looked back to the girl in question. "Why don't we meet up at my place and talk?"

"Sure," Ben agreed.

"Sounds good," Gwen said.

"Can't wait," Kevin said with a drawl. Michael didn't seem to notice or care about Kevin's tone before flying off with Trina in his arms.

Once Michael left, Kevin continued. "What was up with that? When the two of you touched him, you got hit with some energy."

"I have no idea. His powers probably react to the watch," Ben said, looking down at the device. He didn't feel like mentioning his track record with energy because he wasn't any closer to understanding it than before.

All he knew was that he could feel when energy was in something, and that certainly wasn't normal. And that whole theory from Gwen about powers being the source didn't really help. Because he had no powers outside of the Omnitrix.

"What do you think it means?" Gwen questioned, looking to the sky where Michael flew away.

"Whatever it's about, we can find out later. Right now, we should head over to this guy's place and see if he's worth recruiting. Maybe solve this problem that's going on around his school," Ben suggested.

"Recruit him? Are you sure you can trust his powers? Or this guy in general for that matter?" Kevin asked.

"It felt similar to touching someone's hand and getting shocked. It's not that big of a deal. Besides, Grandpa Max did say we should put together a team of people to help us. If he's a Plumber's Kid, he can't be all bad right?" Ben said.

"I guess not," Kevin said hesitantly. But he still had his doubts about this guy. Something about him didn't feel right.

"Then let's go," Gwen said before entering the car.

* * *

"Mom and her new husband live in the main house. They leave me alone. Let me do what I want," Michael said as he was leading the teens through the house.

"What I wouldn't give for privileges like those," Ben said with a small smile.

"Please. The place wouldn't survive a week," Gwen said.

"Well, at least it would be an interesting week," Ben said with a wide grin.

"After you," Michael offered. Gwen was the first to walk in, and Ben walked in right behind her with Michael behind him.

Ben stopped in his tracks when the door closed and he heard Kevin say 'ow' flatly. He turned and opened the door for him, the Osmosian tweaking his nose as he entered the room.

"Closed the door in your face?" Ben asked.

"Guess he didn't see me," Kevin said sarcastically. "Asshole."

"There's a chance he might know who you are. He _is_ a Plumber's kid," Ben said.

"You trust me. That should be enough for him to let me off the hook a little. Due to working with the guy who saved the universe or something," Kevin said, waving a dismissive hand. Ben shook his head, barely holding back a laugh as he looked around the room.

Most of it was taken up by a bunch of computer monitors and all kinds of advanced tech. Some of them even had the Omnitrix symbol flashing on them every so often. Plumber's kid, indeed.

"What are all these monitors?" Ben asked with a broad gesture of the arm.

"Some of my dad's old Plumber gear. I brought it over there from his headquarters," Michael said before leaning over towards Gwen. "I can take you over there later if you want." His tone of voice made both Kevin and Ben turn away like they weren't ever part of that conversation.

"I think I'm gonna hurl," Kevin muttered under his breath.

Ben didn't even bother responding. He just wished for posterity's sake, Michael could at least try not to glaringly obvious he liked Gwen. He knew his cousin would say something if his obvious flirting bothered her, and she wasn't saying a word. That told him enough.

"Here. Let me show you something," Michael said before grabbing Gwen's wrist and leading her to a different part of the room. Her eyes darted between Ben and Kevin, but again, she didn't saw a word.

Kevin's eyes narrowed while Ben frowned. He knew Gwen. And guy she liked or no, there's no way she'd let herself get dragged around like she couldn't walk herself. It was part of some kind of independence drivel Ben half fell asleep listening to during her women's history month project.

_"I just used the word 'drivel.' Am I sure Gwen's the only one acting weird?"_ Ben mused in his head, trying to shake the thoughts out of his head as he followed Morningstar. But it still nagged at him.

"I'm patched into the Central Plumbers Monitoring Network," Michael explained, gesturing to the screen. "It's connected to everything: Global and interplanetary internet. Earthbound law enforcement frequencies. Oh, and of course, the badge communicator channel."

"The Plumbers badges are communicators too?" Ben questioned, interested in that bit of information.

"Yeah, of course. How else would they contact each other in emergencies?" Michael asked.

"Good point," Ben admitted as Kevin took his badge out and looked at it.

"So, you keep an eye on things with this stuff, and use your powers to help people. You're like your neighborhood's very own superhero," Gwen complimented.

"Never thought of it that way, but yeah. I guess so," Michael said.

"You mentioned there was something wrong with the girls at your school. What can you tell us about that?" Ben asked, wanting to get to the task at hand.

"Just that a lot of them have been more dazed and fatigued lately. And... I don't know. Kind of... weird?" Michael questioned as if he was trying to find the right word.

"Weird?" Kevin asked.

"Personality changes. Acting in ways they normally don't. But that's about the extent of it. There's really nothing else beyond that as far as I know," Michael said as the power went out.

"Forget to pay your electric bill or something?" Kevin asked with a smirk.

"The electricity's been a little undependable lately. No worries. My backup generator kicked in," Michael said easily, but Ben was more focused on the stats behind him.

"This isn't a brown out. Look at this spike in power usage at the local power station. The energy drain is enormous," Ben said, pointing at the screen. "If anything strange is happening in town, this might be related to it."

"If you need to check it out, we'll help," Gwen offered.

"Thanks. We should," Michael said shortly before walking out. Before Ben was able to take a step forward, he stopped when he heard Gwen gasp.

"Something wrong?" he asked, turning over to his cousin.

"No, it's nothing," Gwen said, making Ben raise an eyebrow. He didn't believe her for a second, and the girl knew it. "I'm just not feeling a hundred percent right now."

"You sure?" Ben said, putting a hand on her forehead. "You feel fine. You look fine. Are you sure you aren't just nervous around Morningstar?"

"Is it that obvious?" Gwen asked, putting a hand on her arm.

"You're still less obvious than he is. And you've never acted like this ever since I've known you. If you like this guy, there's no need to be nervous. If anything, he'll be the lucky one. Not you," Ben said with an encouraging smile.

"Thanks. And I know it's weird to look at..."

"No, it's not weird. It makes me want to gag. Like, seriously throw up. Because I know you. And you shouldn't sacrifice who you are for him. Let him like you for you," Ben told her.

"Since when do you give good advice?" Gwen asked with a small smile.

"It's been known to happen," Ben said, a smirk appearing on his face. "Now come on. Let's catch up with the others." Gwen nodded before following.

Ben wasn't at all fine with Gwen's sudden personality change, and he was unsuccessful in trying to ignore it. He knew women changed themselves all the time to try and impress a guy, but he thought Gwen was above that. It annoyed him. And it showed.

"You ok, Tennyson?" Kevin asked.

"It's nothing," Ben said, shaking his head.

"Don't sound like nothing," Kevin said.

"Well, more like I don't feel like talking about it right now. We'll discuss it later, alright?" Ben told him, making Kevin nod.

He knew that Ben had a conversation with Gwen. Kevin saw that the two caught up with them just after he and Morningstar noticed that they weren't following. And with the way Ben was glancing between his cousin and Morningstar, he wasn't satisfied with whatever she told him.

Speaking of which, despite his 'nice guy' personality, the walking light bulb gave Kevin a bad vibe the moment he opened his mouth. Something told him that Morningstar was putting up some sort of front. And he'd figure out what it was.

"Lock's been busted. Someone's in here," Ben said as he opened the door to the power plant. The noises of electricity had everyone on edge.

"Sounds like that buzzing sound you hear in old monster movies," Michael pointed out.

"Any time you hear a sound, and your only reference is monster movies, it's a good idea to walk the other way," Kevin said.

"Yeah, well we're not normal," Ben said with a shrug as they continued.

What was causing the power drain soon became apparent. A girl dressed in a school uniform had her hands out towards the conductors, her body absorbing the electricity. Ben noticed this girl was wearing the same uniform that the girl Michael rescued, Trina was wearing. So all of these girls were from his school.

_"'Weird' is a mild description for what's happening to these girls,"_ Ben thought.

As soon as she saw the teens, the schoolgirl ripped one of the machines out of the ground before tossing it at the group. Gwen stepped forward and blocked it with a shield. Though all that did was attract more undead schoolgirls. And they didn't look any happier than the first one.

"Yup. Monster movie. Only one those really bad ones girls seem to like so much," Ben said.

"Not this girl," Gwen said.

"They're wearing the uniforms from my school, but I don't recognize any of them," he said as one of the schoolgirls ripped a pole out of the ground.

"Wonder why," Kevin said sarcastically as Michael shot an energy blast that knocked them back.

"Let's try and keep this simple," Ben said as he dialed the Omnitrix and slammed on it. "Spidermonkey!"

"Try not to hurt them!" Michael exclaimed.

"Wasn't planning on it," Spidermonkey said as the girl with the pole started swinging at Kevin.

"Try not to hurt _them?!"_ he exclaimed while dodging the swings.

The second girl came after Ben, but he was able to easily dodge the punch aimed at him before taking her feet out from under her with a sweep. A quick punch to the face stunned her before Ben stuck her to the ground with a web. Even with how strong these zombie girls seemed to be, Spidermonkey's webs were stronger.

"Do us all a favor and stick around. Ah ooh!" Spidermonkey said in amused tone.

Gwen bound two of the girls together, but something caused her to struggle with maintaining her mana and eventually, the energy shriveled and completely broke into black fragments. She collapsed to the ground, looking exhausted.

"Gwen!" Spidermonkey exclaimed as he ran over to her on all fours. Shooting a web on one of the energy lines, he knocked the girl closest to her out with a strong swinging kick.

The second girl focused her attention on him, but Ben shot a web into her face before she could so much as blink. The zombie girl struggled to get it off her face, but not before Ben attached a web to her shirt and swung her around like a rope in a rodeo before slamming her on top of one of the other girls. Then finished the job by jumping on her and knocking her out with a hammer punch.

"Look out!" Michael exclaimed, causing to Ben to turn around.

One of the zombie girls was coming after him, and Michael reacted before Ben could. By shooting the pipes above him to block the girl's progress. And that encouraged the still conscious girls to take their unconscious sisters and leave. But that wasn't Ben's main focus.

"Gwen! Are you alright?" he asked, rushing over to her as he turned human.

"Fine now. Just got a little lightheaded," Gwen said, one hand clutching her forehead and the other clutching Michael's hand.

"What happened to you? You looked like you were about to faint," Kevin asked. Gwen didn't even address his question and turned back to Michael. The Osmosian looked to Ben for help, and he looked equally as bewildered.

"I can't thank you enough for helping me," Gwen said in a grateful tone.

This time, Ben looked to Kevin for help. Not that he was any wiser to the situation than he was. He was looking at Gwen like she said that she was going to abandon fighting aliens to become a figure skater. With Humungousaur as her partner. Cause Morningstar wasn't the one who fought through several zombie girls to help her.

"You could always have dinner with me," Michael said.

"Actually, it's a good idea if she comes with us," Ben said, putting a hand on her shoulder. The flow of energy Ben was starting to get used didn't feel as strong as before. He didn't know why, but that worried him.

"I want to look after her to make sure she's alright," he continued.

"That should be up to her, shouldn't it?" Michael asked, looking to Gwen.

"It should," Ben said, nodding stiffly.

"I'll catch up later Ben. I could use something to eat," Gwen said, making Ben drop his hand from her shoulder.

"So could the rest of us," Kevin interjected bluntly.

"It's a two person dinner. A date, in simpler terms," Michael said.

"Not the way you suggested it. I assumed it was a public dinner," Ben said, barely able to keep his voice level. Whether he knew it or not, his hands balled into fists and the knuckles cracked in response.

Kevin was amazed that Tennyson hadn't even done anything yet. With how he was standing, he looked ready to knock Morningstar on his ass. And given that he could fight like crazy, powers or no, he'd do a good job of it.

"It's not. Let's go Gwen," Michael said, his voice losing a bit of that casual politeness he had the entire time. Ben narrowed his eyes as he watched them walk away.

"Is it just me, or I'm getting really bad vibes from this situation?" he said to Kevin.

"No. This guy's shady, and that's saying something coming from me," Kevin said, his eyes narrowed exactly like Ben's. "Let's check out his stuff."

"No. We're going to follow them," Ben told him, putting a hand on his arm.

"Why?" Kevin asked.

"Gwen's had those energy powers for years now. Even when she was a beginner and trying to get the hang of them, not once did her powers up and fail like that," Ben said, quickly running through every possibility in his mind.

"What do you think happened?" Kevin asked.

_"Didn't happen until Morningstar had shown up... He's got energy powers... Gwen's been acting out of the ordinary..."_ Ben mentally ticked off before it clicked. "I think Morningstar's draining her energy."

He knew he was right the moment he said it. Gwen's strange attitude, her power loss... it all started happening when Morningstar showed up. Ben knew that there was no such thing as coincidence.

"Makes sense. But if he is doing something like that, why do you think she's acting all different around him?" Kevin asked as they started to head towards his car.

"I'm not entirely sure, but you know how something can be bad for you, but you want it all the same?" Ben asked.

"Like drugs?" Kevin asked.

"Basically. He drains her of her power, and suddenly she's attached to him. The more energy he takes off her, the more severe it probably gets," Ben said, thinking about the stuff he learned about drugs and withdrawals.

His haphazard guesswork probably wasn't entirely accurate, but he knew it was accurate enough to where it mattered.

"Gwen's obviously got a lot of energy, so she'd give him a lot of power. Question is, what happens when she's out... of..." Kevin trailed.

Both of them turned around and looked back at the power plant. Where the zombie schoolgirls were before; draining electricity out of a power plant. A source of _energy._ The implications set in, and something dangerous flashed in Ben's eyes.

"He is _so_ dead." Those were the only four words Kevin heard before he saw a flash of green light of of the corner of his eye. There was no exclamation of the alien's name. He just transformed into Jetray and flew into the air.

"Do you see them?" Kevin yelled up to him.

"No! He must've flew away with her! But I doubt he got far!" Jetray yelled back as Kevin pulled out his Plumber's badge to track Morningstar's.

"They're heading west," the Osmosian told him. In an instant, Ben landed in front of him and transformed back into his human form.

"Let's go. _Now," _he said as they got in the car. Kevin completely ignored the speed limit and pushed the car as far as it would go.

Ben had his eyes on the Plumber's badge the entire trip. Kevin saw that a muscle was twitching at the corner of his mouth, and even though it was very obvious that he was angry, he could tell that he was also very worried.

"Calm down. We're gonna get to her," Kevin assured him.

"There's no way I'm going to calm down. I swear, when I get my hands on him..." Ben trailed angrily, flexing his fingers in an agitated fashion.

"Save it for when we get to him. Believe me. I'm going to knock him around until it hurts for him to move," Kevin said angrily. Ben nodded his agreement, but the enraged gaze hadn't disappeared.

The moment they came into view of a castle, Ben knew it was where Gwen was. He didn't know how, but he did. So he opened the car door and leaned out, immediately transforming.

"Ben!" Kevin exclaimed, unsuccessfully reaching out to stop him.

Ben, who was now Jetray, stopped himself from hitting the pavement last minute before flying off towards the castle. It was very reminiscent of the kind of castles the Forever Knights would use for a base.

The moment he flew in, the first sight that greeted Ben was Michael holding Gwen in his arms. Only he was looking powerful and she looked like one of the girls back at the power plant. But they actually had a lot of strength. Gwen looked like she had nothing.

An old rage that Ben hadn't felt in nearly four years returned to the surface. Only this time, he didn't plan on failing to get her back. Energy surged through every cell of his body, and it ached to be used.

"You bastard," Jetray growled, his voice echoing across the room.

By the time Morningstar looked up, Jetray was already on him, using his feet to grab him by the shoulders before throwing him into a wall. Then immediately followed it up with neuroshock blasts from his eyes and tail that would cut a regular person to pieces.

Ben didn't stop firing until a yellow blast knocked him down to the ground. Morningstar flew out of the rubble swiftly, only suffering from one insignificant scorch mark on his face.

"Gwen's mine now. Her and all of her power," he said with a wide smile.

"She's no one's. And certainly not yours. But if it's power you want..." Jetray trailed as he smacked the dial on his chest, turning into Chromastone. "...you'll have it."

Michael's response was to fire a blast at him, and Ben dug his heels in the ground in order to stay on his feet. Immediately afterwards, a large blast was fired from his body. It didn't hit Michael because of how fast he was flying, but a large hole was blown in the back of the castle.

Ben rapidly fired energy beams from his hands, but Michael was able to easily dodge them due like they were moving in slow motion. Closing the distance to try and punch him, the Plumber's kid was surprised when he felt a hand around his throat. Michael may have been full of energy that he drained from Gwen, but Ben's anger was like a power of its own.

"You're a disgrace," Chromastone said in a furious tone of voice before punching Michael in the face hard enough to send him flying. The punch was infused with rainbow colored energy. Though unbeknownst to anyone, it was also powered a smaller, far more unnoticeable shade of green.

Michael looked up angrily to see that Ben was already closing the distance, rushing Morningstar like an enraged linebacker. If there was one word he could use to describe the Tennyson right now, it was furious_._

This time Michael went for a different approach.

Charging a large amount of energy in his hands, he hit Ben with a blast that was powerful enough to send him flying into the ceiling above the doorway. The impact knocked down quite a bit of rubble that fell on the blasted hero. Michael only felt a few seconds of brief victory before Ben emerged from the rubble, looking just as angry and unbothered by the impact.

_"That should've blasted him to pieces,"_ Michael thought with a frown.

Just after Ben rose to his feet, Kevin also had arrived; the metal from his car already absorbed onto his body. He stared at Morningstar for a few seconds before he started charging forward alongside Ben.

Morningstar shot at the metal object on the ceiling to crush them, but Ben effortlessly moved out of the way with one sidestep and Kevin did the same with a forward roll. They hardly even slowed down.

When Ben got close, he went for a punch that Michael easily dodged, but the Tennyson was clearly ready for it as his second hand was moving to grab Michael by the shirt. Michael's body released a blast that sent Ben skidding back, but it didn't send him flying or cause him to release his grip.

Ben threw Michael towards Kevin, but the gold skinned teen stopped himself in midair before he was hit. He dodged Kevin's attempted punch before hitting the Osmosian with a powerful beam that sent him flying out of the door.

When he turned, he realized too late that they were both setting him up for a blast from Ben. Still charged up from the blast that knocked the Crystalsapien into the roof.

When it impacted, it was a like a sonic boom resonated. The force of it was strong enough to send Morningstar flying through the front door and several trees. Landing in a heap, Michael winced when he realized that the laser blast was actually strong enough to crack a few ribs. Unsurprising, since his own power was used against him.

Kevin was the first one out before the overcharged teen could rise, kicking Michael in the chest hard enough to break his cracked ribs.

The Osmosian then grabbed him by the shirt and punched him in the face hard enough to knock him back down to the floor. The blow would've definitely knocked several teeth out had Morningstar not been as powerful as he was.

"You father would be ashamed of you. You disgrace his name and that badge after what you pulled," Kevin said with vehemence in his tone, lifting him up by his shirt once more. "Because no Plumber worth anything would pull what you just did."

"Spare me the speech, Levin," Michael said before the bright aura around him grew brighter.

Grabbing him by the face, Michael dragged him on the ground and through several trees before tossing him into the lake. Kevin flailed his arms to try and stop his descent, but it didn't do any good. Especially since he was hit with a large blast on the way down.

"Hey!" Chromastone yelled.

Michael responded to the shout with a laser blast in Ben's direction. He missed, and got a right hook across the face for it.

Firing a beam from the crystal on his forehead, Ben's laser blast was strong enough to send Morningstar flying through a tree. But he recovered before he even hit the ground, looking unbothered by the energy blast.

"You're tougher than I thought Tennyson. I'll give you that. You could use your powers to get whatever you wanted, you know that?" Michael told him.

"All I want is to see your end," Chromastone said in a hard tone. And there was something deadly with the way he was striding towards the fallen Plumber offspring.

"You may be able to absorb all my energy, but you'll never be able to defeat me. And when your watch times out, that'll be the end of you," Morningstar said with a smile. His smile disappeared when his only response was a dark chuckle. It was not the response Morningstar expected.

"Oh, I don't think so," Chromastone said before hitting the dial on his chest and transforming into Humungousaur.

Darting his head to the side in order to avoid a large blast, the dinosaur alien grabbed Michael while continuing to grow in size. The only reason Ben bothered with talking was so he could distract Michael long enough to get within arm's reach. And it worked.

Regardless of all the energy he had absorbed, Michael was not outmuscling a 60 foot tall, pissed off Humungousaur. Several bones in his arm snapped from the force of him pressing his thumb down on the teenager's arm.

He could completely ignore a few broken ribs that were already being healed by his energy, but this was worse than that. The force of this was sudden, strong, and brutal. And ten times more painful as a result.

His energy reacted violently to the pain, a blast firing from his body that was powerful enough to knock Humungousaur on his back. But Ben refused to let go of Morningstar. It was almost as if he was glued to his hand.

"I'm not letting you go," Humungousaur growled before slamming him into the ground and throwing him back in the castle. His body landed next to Gwen, and he didn't even notice the cold stare the girl was giving him from the floor.

Michael couldn't move his broken arm without pain shooting into it, but his energy was already healing him quickly. It would only take a few moments and he would be healed. Then he could...

Before he could finish another thought, a pale hand grabbed his wrist. The grip was strong and unrelenting while also taking energy from his body.

"What?" Michael questioned in surprise before looking over to Gwen. He thought he drained all the resistance out of her. "What are you doing?"

"Taking back what's mine," Gwen said in a cold tone.

Gwen made sure to not only drain her power, but nearly all of the power he had initially. There was no reason to leave him with any strength he could use to hurt people.

The energy that surged through her was like a breath of fresh air after holding your breath for an hour. And just as a final parting gift, Gwen blasted Morningstar in the chest with a mana blast that broke his ribs again. This time with a significant lack of energy to heal the injury.

"Despicable little parasite," Gwen said, giving the fallen Michael a look of disgust.

"Gwen," a voice said, causing the girl to look over at Ben standing above her. But his tone and expression was full of concern. "You alright?"

"Better now that I've got my energy back. Him having it was like being shackled to that loathsome little bastard," Gwen said, a clear anger in her tone. She felt a bit of satisfaction in watching the zombified schoolgirls he created reduce him to a husk that could barely move.

"Don't worry. He won't be a problem much longer," Humungousaur said darkly. Morningstar may have been nothing more than a motionless husk, but that wasn't enough for Ben.

"What are you doing?" Gwen asked, watching Ben walk over to Michael's body.

"I'm finishing the job," he told her. And given the gruffness of his tone, Gwen didn't have to second guess what he meant by that.

"Ben. No," she said, shaking her head.

"Do you not understand what he did to you? I'm not letting that happen again," Humungousaur said, his hands tightening into fists.

"And it won't. I know who Morningstar is. There's no way his little game is going to work a second time," Gwen told him seriously.

"He can always come back. Drain some more innocent people of their energy and start again. I don't want that to happen," Humungousaur told her firmly before turning away. "It kills me to see you like that."

"I know you're angry. You have all the right to be. But I don't want to see you become a killer. And I know you don't want to see yourself become one," Gwen told him gently. "I'm alright, but you might not be if you go through with this. Don't spare him for his sake, but for yours."

There was a small pause, and a dripping wet and slightly injured Kevin entered the castle just in time to see Gwen and Ben standing over Morningstar, who was lying on his back. There was a long pause; everyone waiting for someone to make the next move.

Eventually, Ben shrunk before turning human again in a flash of green. He glanced at Gwen before walking over to Morningstar and removing the Plumber's badge from his belt.

His expression suddenly twisted into an expression of intense anger while tightening his grip on the badge in his hands. His eyes were tightly closed while his hands were shaking in fury.

"The only reason, and I mean the _only_ reason you're still breathing is because of the girl you tried to take advantage of. So I'll leave you here. But know this..." Ben trailed as he lifted Michael up by the collar of his shirt. Then, grabbing his broken arm, he forced it behind his back and twisted it hard to make Morningstar yell out in pain.

"You're going to leave this place. You're going to crawl into a gutter that matches the person you are on the inside. And you will never touch Gwen Tennyson ever again," Ben said in a slow, cold tone.

"If you so much as breathe on her, I'm coming for you. Run. Hide. It won't matter. If you mess with the people I love ever again, you will regret it for the rest of your. S_hort._ _Miserable. Life."_

Kevin and Gwen stood transfixed as Ben threw Michael down to the ground, staring at him with that same expression of anger before walking away. The schoolgirls who had their energy back looked at Ben fearfully, but he ignored them as he continued.

"Let's go," Ben said curtly before continuing out of the building. "The girls can handle him now."

"I know when he learned the Highbreed sent a kill order on his Grandpa, he beat the crap out of the alien we saw, but I never knew he was capable of..."

"Killing someone?" Gwen finished for Kevin. "Neither did I before today. I meant it when I said he should leave him alive for his own sake. Once he crosses that line, he might not ever come back from it."

"There's no way you're going to stop him forever. If someone gets to you or any of his family, there's only so many times you'll be able to talk him out of it. Because I know that look he gave Morningstar. That's the look of someone who wants to see you dead," Kevin told her.

"You're right. But I won't let Ben cross a line he doesn't want to cross because of me. Not as long as I can help it," Gwen said while rubbing her temples. Suddenly she looked tired. "I want to go home and sleep this day off."

"Can't blame you. And I'm glad you're ok," Kevin told her, making her smile briefly.

"Thank you," Gwen said sincerely.

* * *

A/N: That threat on Morningstar sounds familiar, right? It should. It was based on the threat Ben gave the Forever Knights in Ultimate Alien when they were about to execute a bunch of alien prisoners. Though a lot darker than before.

Ben may be two years younger, but it's not about the age. It's about his experiences. And he's had plenty of them. Family is off limits. Touch them, and there are consequences. It's as simple as that in his mind. And Gwen knows that doing so would take Ben to a point of no return, so she talked him out of it. Believe me, this theme will return plenty of times.

Guest: Yes, I'm covering that episode, but not in the way you may think.


	6. Chapter 6 - An Off Day

A/N: This episode has elements of Pier Pressure in it. I figured I'd address Ship's fate since Julie isn't in the picture, and I also wanted to add a little something concerning the aftermath of Max's supposed death.

Honestly, the little reaction that was shown by Gwen and Ben concerning Max wasn't very much. I get that they couldn't really make a big deal out of it given they had to move from episode to episode, but still. I feel like it'd bother both of them more than was shown. It's enough to warrant a small chapter.

* * *

Ben punched the tree trunk with all of the effort he had. His knuckles were stinging, but the pain mattered little to the teen. He just really needed to hit something. And on a day all of the criminals decided not to do anything...

_"It's the only way they can't do to the rest of the world what they did to Ken."_

_"There was another way. There _had_ to be another way,"_ Ben thought furiously, aiming a punch towards a branch higher up.

He could easily chop through them, but the pain he felt from punching them was more welcome. More distracting. It still wasn't enough.

_"I hate feeling like this. Helpless even with the most powerful device in the universe on my wrist. Can't even keep my family safe!"_ Ben thought furiously, headbutting the tree as if he was trying to put his head through it. _"I got lucky with Gwen. But I didn't get lucky with Grandpa Max. He's dead."_

Ben sunk to his knees while a lone tear fell down his face. But he felt more angry with himself than sad. It wasn't helping anyone feeling this way, but he wanted one day. One day where he could sit here and hate the world for how unfair it was.

It wasn't long before his ears picked up on a high pitched beeping that was coming from the Omnitrix. Ben bit down a scream of frustration before looking at the watch, smacking it on the tree to try to make it stop. Obviously, it didn't work nearly as well as he was hoping.

"Turn off, will you?!" Ben exclaimed, twisting the dial back and forth. Then, without warning, a holographic map suddenly popped up in front of his face. And there was a blinking red dot marking a spot further in the woods.

_"Is that a signal?"_ he thought as he got to his feet. _"Maybe it's something to hit."_

Walking towards the signal, his mind wandered to Gwen and Kevin. He knew he should probably call them to help out, but he could probably handle it himself.

He also knew that Gwen wouldn't leave him alone if she knew where he was. She was probably hurting just as bad as he was, but he couldn't help her deal with her grief when he couldn't even deal with his own. It was better that he was alone until he could.

When he neared the signal's location, Ben could see a red light shining behind a thick clearing of trees. Even with it being daytime, it was still shining clear enough to be visible.

"What is that?" Ben mused aloud as he deactivated the map. It turned out to be some sort of energy field, and a Mechamorph was inside while trapped underneath a metal bar. "Hello?!"

"Gahhhhh!" The alien yelled after the energy zapped him, but he didn't look any worse for wear. "Yes, you there!"

"What happened?" Ben asked.

"Little time to explain. Are you the Plumber my symbiote contacted?" the alien asked.

"I guess so. How do I get that field down?" Ben asked.

"It is connected to the malfunctioning power core... ahhhhh!" the alien was cut off by another zap of energy. "You can contain the power core's blast, disarm the bomb, or get it out of range. But this energy field might pose quite a problem."

"Leave that to me," Ben said before dialing the Omnitrix and slamming the cylinder. "Humungousaur!"

Running in the energy field, he struggled through and ripped the energy core out of its socket before throwing it in the air.

Then, quickly changing to Jetray, Ben fired two neuroblasts that caught up to the bomb in order to blow it up. And thankfully, the explosion didn't do much more than upend some rocks and dirt from the force of it.

"For once, a problem that gets solved fast," Jetray said, removing the metal bar off the Mechamorph before turning back into his human form. "You hurt?"

"I'm perfectly fine, thank you," the alien said.

"Who are you? What happened here?" Ben asked.

"I am called Baz-l. My ship crashed, and it resulted in the very messy situation you saw before you," the Mechamorph said simply.

Before Ben could say anything else, he could feel something touch his leg. He quickly looked down to see that it was a small, legless version of the Mechamorph in front of him.

"So this is the symbiote you mentioned," Ben said.

"Ship," the thing cooed, rubbing its head on the Tennyson's leg. It reminded Ben of the way a cat would cuddle up next its owner. It made him smile softly, despite himself.

"He seems to like you," Baz-l noted.

"Don't really know why," Ben said with a shrug. "So if that's all..."

"Yes, indeed. I'll likely be spending all day repairing my warp drive," Baz-l said, several finger like extensions coming out of his hand and hitting buttons.

"Can I help?" Ben offered, hoping the work would keep him distracted. After all, the pain that was still registering in his knuckles helped until his body started to ignore it better.

"You sure you are up to it?" Baz-l questioned, eyeing the injuries on his knuckles.

"I'm fine," Ben said gruffly. "You want the help, or not?"

"Well, I never... Yes I do," Baz-l quickly said when he saw Ben was about to walk away.

Using Echo-Echo helped turn what the Mechamorph told him was several Earth hours of work into a half hour. Of course, the symbiote that was working with them was a help, given that he could adapt to machines easily.

"Right, well. All done. Off I go," Baz-l said.

"You forgot about him," Ben said, gesturing down to the symbiote. "Doesn't he fuse back into your body or something?"

"No, that's not how that works. Symbiotes from our species take on a life of their own. Besides, he seems to like you. He'll come and go as he pleases," Baz-l said before flying off.

Ben exhaled heavily before looking down at the small Mechamorph, who was rubbing up against his leg again. Something in Ben softened as he looked at the small creature.

"Alright, I guess I'm your owner now," Ben said, kneeling down to the alien's level. It started panting like a dog when the teenager rubbed the top of his head. "What should I call you, then?"

"Ship," the Mechamorph said immediately.

"Ship?" Ben questioned, a puzzled look crossing his face. "Alright. Ship then."

* * *

"Where is he?" Gwen asked, looking out of the window.

"Not sure yet. But wherever he is, he sure is far from the city," Kevin said, looking at his Plumber's badge. The device could track Ben's Omnitrix, which was probably going to be useful in future situations. "Why can't we just let him have his time to himself?"

"That's the last thing we should do," Gwen said, shooting him a look of disbelief. "He might do something stupid and get himself killed."

"If I was in his situation, I know I'd want to blow off some steam by knocking a few heads together," Kevin said.

"Yes, but Ben's not you," Gwen said.

"No. When he gets mad, he's way worse than me," Kevin corrected.

"And you think he needs to be left alone with that kind of logic?" Gwen questioned, unable to process his reasoning.

"Alright. So _maybe_ you've got a point. But different people deal with pain in different ways, and he probably deals with it by himself," Kevin offered.

"I promised him that I'd never leave him to deal with hardships alone. And I don't plan on breaking that promise now," Gwen said, digging her nails into her palms.

"We're getting closer to where he's at. Looks like he's just outside the outskirts of the city," Kevin said, noticing his blip was on the road.

_"Ben, what have you been doing?"_ Gwen mused, tapping her finger on the door impatiently.

When they got close to his signal, both teenagers could see Ben was just walking on the road. While looking down at something that was bouncing up and down next to his feet.

As soon as they got close, Gwen hardly waited for the car to stop before jumping out. And she had an angry expression on her face that made Kevin glad he wasn't in Tennyson's shoes.

"Benjamin Kirby Tennyson! I'm going to kill you!" Gwen growled in his direction before noticing she was being glared at by a small black and green blob. "What the..."

"Ship! Down," Ben said firmly, and the alien took one last look at Gwen before moving closer to Ben's feet. Whatever it was, it was certainly protective of Ben.

"Dude... what is that thing?" Kevin asked, approaching them.

"It's an alien I got saddled with. I call him Ship," Ben said, kneeling down and rubbing the top of the Mechamorph's head. Ship started to pant like a dog again.

"Ship," the alien said softly.

"I can see why," Kevin said flatly before looking at Ben. "You sure it won't try and attack Gwen?"

"I'm sure when he accepts Gwen's freakouts as something normal, it'll be ok," Ben said before laughing when Gwen punched him on the arm. Hard. "Do it again. I didn't feel it that time."

"You sure? The next time will be upside your head. You had me worried sick. You skived off school and didn't contact any of us for the entire day," Gwen said, jabbing a finger in his chest.

"Because I wanted to be alone, and I was not in the mood to deal with school," Ben said in an annoyed tone, moving her finger out of the way. She noticed the blood that transferred to her hand before seeing the state of his knuckles.

"What the hell did you..."

"I was just punching some trees. It's not even that big of a deal," Ben said, waving it off.

"We're wrapping them up," Gwen said.

"It's not that big of a..."

"Don't you start with me, or I'll make sure they're broken if they aren't already," Gwen said threateningly.

While Gwen and Ben continued to argue, Ship had made its way over to Kevin and looked up at the Osmosian imploringly.

"Ship?" it questioned, tilting its head towards Ben and Gwen.

"Never seen them like this either," Kevin said with a shrug before looking back at the two cousins. Then he frowned when he realized that he somehow understood what the alien meant. Guess it was body language or something.

"I thought you had learned to be responsible!" Gwen exclaimed.

"Taking one day to myself counts as being irresponsible? In case you haven't noticed, a lot has happened over the past few days!" Ben yelled back. It was here Gwen managed to take a breath of fresh air before speaking calmly.

"That's ok, but you have to understand you're not alone in this. We're here for you," she said, putting a hand on his arm. There was a steady flow of energy traveling between them, and it felt... comforting.

"I wanted to be alone for a while," Ben said before looking out at the river.

"Obviously not a good idea," Gwen said, staring at his knuckles again. "We'll take you to a hospital, and you're getting those knuckles treated."

"Then will you give me some time alone? I just... I feel useless right now, despite all the people I help," Ben said in a frustrated tone.

"You're not..."

"I _know._ But it doesn't stop me from feeling that way," Ben growled. His tone seemed to scare Ship a little. "How am I supposed be strong for you... for anyone, when I can't even keep myself together?"

"Why do boys care so much about being strong?" Gwen said in a tone full of disbelief.

"It's a guy thing," Kevin suddenly said, catching both cousins' attention. "And unless you want to finish this conversation on this bridge, I suggest we get in the car."

"Right, right," Ben said, shaking his head.

Ship, who seem satisfied that his newfound owner was back to normal, immediately started chasing after a car in the distance. Ben raised a hand, about to say something to stop the alien, but then he remembered what Baz said about Ship coming and going as he pleased.

"Aren't you going to stop it?" Kevin asked, looking at the male Tennyson.

"I was told Ship comes and goes as he pleases. At least he seems harmless enough," Ben said, making Gwen raise an eyebrow.

"Explain," she said with a raised brow.

"In the car," Ben said before getting in the backseat.

* * *

"So you got dropped off with some Upgrade's growth that has a mind of its own?" Gwen asked.

"Basically. But by the looks of things, I won't even have to deal with him all that often," Ben said with a shrug.

"His species isn't inherently violent. It'll be more annoying than anything for anyone who owns technology," Kevin told him.

"So basically everyone," Ben said before shaking his head. "Convenient for me, really. It's not like I can show up to my house and explain to my parents, 'Hey, I found this alien on the side of the road. Can we keep him?'"

"Try convincing them to let you go to a bar. Your odds are about the same," Kevin said with a snort.

"Speaking of which, you do realize your parents are going to kill you when they learn you skipped out on school?" Gwen asked.

"I'll take the yelling," Ben said, unconsciously rubbing his knuckles. Gwen watched him do it for a few seconds before putting a hand over his to make him stop.

"Stop that. You're basically spreading the blood at that point," she told him.

"Stop nagging me," Ben said in an irritated tone.

"I'm not nagging you, I'm..." Gwen bit back a retort. She knew arguing wasn't going to help anyone. "Fine then. Make it worse for all I care."

The rest of the car trip was silent, because even Kevin felt too uncomfortable to say anything in order to break the tension. Ben glanced up at Gwen, who was looking out of the window with her hand on her cheek. Her expression was a mix of annoyance and sadness. Ben knew she was hurt, and the guilt for being part of that reason hit him hard.

"I'm sorry. I just miss him," he apologized softly. Gwen looked back at him with a soft expression, the annoyance fading.

"Me too. But... it'll be ok. Eventually," she assured him before looking back out of the window.

Kevin glanced at them both out of the corner of his eye before facing forward again. This atmosphere was depressing. And the older teen had no idea what he could say to make the cousins feel better. Now he got what Tennyson meant about feeling useless.

* * *

A/N: Like I said, small, but it has some meaning to it. Hope you enjoyed, nonetheless.


	7. Chapter 7 - The Real Ben Tennyson

A/N: Based on the episode "What Are Little Girls Made Of?". For the record, this episode name just sounds creepy.

Alright, as you can very well guess since Verdona shows up, this is the chapter where Ben learns he's an Anodite. And it won't be a situation as simple as, "He knows he's an Anodite, so he can suddenly use his mana powers." No. I have something planned for that. Let's hop in!

* * *

"How are your hands?" Gwen asked.

"Stinging less, so I guess better," Ben said, rubbing the bandages on his knuckles.

"I get you were upset and all, but punching a tree?" Kevin questioned.

"It's better than doing something dumber, like... doing something you'd do," Ben said.

"I resent that," Kevin said with an eye roll. Mostly because he knew his method would work. "Come on Tennyson. Let's go a few rounds."

"Not in the mood," Ben said, staring at the lake.

"Oh, come on. There's no one out here, and you'll excuse me if we don't want you to um... how did Gwen put it? 'Do something stupid?'" Kevin said with obvious quotations.

The girl in question turned and glared at him, but the older teen wasn't affected by her glare this time. The only stupid thing about Ben going after some criminals to let off some steam would be anyone stupid enough to be doing anything wrong while he was upset.

"That's not why I suggested we come here. I was hoping it'd help us think about the good times rather than the bad," Ben said firmly. Kevin looked at Gwen, who was done glaring at him, and back to looking at the lake dejectedly. Honestly, he preferred the first option.

"Not doing a good job," he said, making a flash of anger cross Ben's face. But he stopped himself from showing it and settled for elbowing Kevin in the gut.

"Ow!" he complained before trying to get Ben back with a punch to the arm. But the male Tennyson was already out of range by the time he pulled his hand back. "Get back here!"

"You deserved that," Ben told him easily.

"You sure you don't want to fight?" Kevin asked with a raised brow. "Sure seems like you do."

"Screw it. Let's go," Ben said before dialing the Omnitrix and transforming. "Spidermonkey!"

"That's it?" Kevin questioned with a raised eyebrow.

"Size doesn't matter. I'm sure it's something you tell yourself quite often," Spidermonkey said with a smirk.

"Oh, I'm definitely going to pound you in the dirt now," Kevin shot back, absorbing the ground underneath him.

He then jumped at Ben, who flipped back to dodge the punch. He tiptoed at the edge of the lake, gesturing for Kevin to come get him. The Osmosian was about to oblige when he felt something hold him back. He looked behind him, and saw Gwen was holding him back with a pink tendril.

"What's the deal Gwen? Let me go!" Kevin said, trying to wiggle out of her grip.

"No. You two are not fighting. Not here, and not now," Gwen said firmly.

"It's not like either of us are going to get hurt," Kevin said.

"Not the point. This is..." Gwen paused for a moment for continuing. _"...was_ grandpa's fishing spot, and you two are _not_ going to fight here."

Spidermonkey sighed before hitting the dial on his chest, transforming back into his human form. Kevin also let the concrete drop off his body before jumping into the lake with a large splash.

"I hate it. I hate that he had to die," Ben said, sitting down next to Gwen.

"Me too. Only problem is I can't get over it by hitting stuff," she said, skipping a rock across the lake.

"You should try it sometime. It's good for the soul," Kevin said with a smile once he surfaced. Gwen rolled her eyes, but smiled a little at the statement.

"I just wish..." Ben stopped what he was saying when he saw someone across the lake. "Who's that?"

Gwen and Kevin looked up to see a woman in a dark blue robe walking over to a tree. In her hand was some sort of flower, but it was unlike any other flower they had seen. Both cousins tilted their head at the flower with a similar inquisitive look in their eyes. There was something strange about it that they couldn't rightfully place.

"Have you ever seen a flower like that, Ben?" Gwen asked.

"If you don't know, I definitely don't. I don't make it a habit to study flowers," Ben said, his eyes still on the flower.

"Hey! You in the cloak!" Kevin exclaimed. He definitely didn't have problems calling her out where as both cousins seemed content to watch from a distance.

The three of them rushed over to her when she turned her head, and whoever the person was simply chuckled before moving behind a tree and disappearing in a flash of light. When they moved behind the tree, she was nowhere to be found.

"She just disappeared," Ben said before picking up the flower she left behind. It was one of many left at the tree's base.

"What was she doing?" Gwen asked before examining the carving on the wall. "'Max + Verdona.' Who's Verdona?"

"No idea. Grandpa never mentioned her," Ben said, turning the flower over in his hands.

"Let me see that," Gwen said when she saw him examining the flower. "I should be able to track her with it."

"I don't think you will," Ben said, making the girl frown.

"Why not? I've gotten good at tracking," Gwen told him.

"Because I think this thing's made of energy," Ben said, passing her the flower. Gwen grabbed it, and similar to when Ben put a hand on her shoulder, she could feel the energy passing through it. It definitely explained the strange feeling she got when looking at it.

"You're right," she said as she rotated the flower in her hands.

"How could you tell?" Kevin asked, looking at Ben.

"Just a feeling," he said evasively. He couldn't exactly say that he could feel something flowing in his veins that wasn't blood without sounding crazy. Then again, maybe he was already a little crazy.

"You could feel it, couldn't you?" Gwen questioned, seemingly reading his mind.

"Um..." Ben trailed slowly.

"That answers my question," Gwen said, her gaze still on the flower. A thoughtful look crossed the girl's face as she started muttering to herself. "He hasn't shown any indication, but maybe... just maybe..."

"Ok, I'm lost. What the hell are you talking about?" Kevin asked in a confused tone.

"I think Ben has some extent of my powers," Gwen said, making her cousin's eyes widen.

"There's... you think?" Ben asked, not even going to bother to try and disagree. There were too many weird sensations that happened when he got near energy for that not to be a possibility.

"I know so. The bolt of energy when you shook Morningstar's hand. The fact that you can feel the energy in the flower. Not to mention whenever we touch, my powers flare up. And you probably feel something you don't understand yet," Gwen said.

"How long has this been happening?" Kevin asked.

"Since the day at the train yard," Gwen said.

"And you didn't tell me?" Kevin asked.

"To be honest, I didn't know what to make of it until now. The idea that Ben might have powers of his own is the only thing I can think of that makes sense," Gwen explained.

"Yeah, but you're forgetting one crucial detail. I can't actually do anything without the Omnitrix," Ben reminded her.

"And you've practiced trying to use any natural powers when?" Gwen questioned rhetorically. "Remember, I probably never would've bothered with magic if Charmcaster hadn't shown up. What reason would you have to try and attempt magic when you've always had a reliable weapon on your side?"

"I thought about. For a second when we were kids, remember?" Ben mentioned.

Gwen remembered the day in question. He couldn't stop staring at her dresser full of magic of stuff. And neither of them had ever been able to explain why he seemed unable to take his attention away from it. The more she thought about it, the more it made sense?

"So there's a chance you've got Gwen's powers _and_ the watch?" Kevin asked.

"Or just some really minor magic stuff," Ben said.

"And you would say your powers are made of energy, right?" Kevin asked, looking at Gwen.

"Yeah. Where are you going with this, Kevin?" the girl asked.

"Guess I have to spell it out. You said the flowers that woman was leaving were made out of energy. The fact that she's leaving them here definitely means she knew your grandpa. Powers like this seem hereditary, so that woman might've been your grandma," Kevin deduced, making both cousins' eyes widen.

"Our grandma's got energy powers?" Ben asked. "Wow, grandpa certainly knew how to pick em."

"Wonder where she's been all this time," Gwen said, looking down at the flowers.

"Let's find out," Ben said.

"Hold on. You're not suggesting we wait for her to come back?" Kevin questioned in disbelief.

"That's exactly what I'm saying," Ben said.

"You can't be serious," Kevin said. His only response was a smirk.

* * *

"You were absolutely serious," Kevin said flatly.

"Of course I was," Ben said while playing with the button for the door lock. Kevin looked at him and glared, but Ben smirked without even looking at him and kept doing it.

"Cut it out Tennyson!" Kevin told him in an annoyed tone.

"What do you mean?" Ben said, still smirking.

"Stop it, Ben," Gwen told him, albeit in a far nicer tone.

"You can't act like you aren't bored out of your mind either," Ben told her, resting his hand on his cheek.

"Which is exactly why I'm going to get some air while trying to find a bathroom," Gwen told him.

"Lots of trees around," Kevin said with a smirk.

"Yes, because squatting over a bush and catching poison ivy on my butt is high on my list of things to do," Gwen said sarcastically.

"Just trying to be helpful," Kevin said, still smirking. Ben rolled his eyes and continued to stare out of the window before Gwen got out of the car.

"There was a gas station a few miles back. I'll go there," Gwen said.

"We'll keep watch," Ben said, still staring out of the window.

"How about one of us comes with you?" Kevin asked.

"No. Keep watch. I'll be back," Gwen said before closing the door and walking off.

"Knew she was going to say that," Ben said, his mind going back to the possibility of having energy powers. From what he knew, his dad didn't have any powers like these. And his mom was only a Tennyson cause she married his dad, so the chances of her being an Anodite were even lower.

"Do I look like I'm playing Tennyson?" Kevin suddenly said, and Ben looked back over to see Kevin glaring at him. This time, he didn't even notice that he was tapping the car lock.

"Ok, that time I didn't even notice. I swear," Ben told him, raising his hands in surrender.

"Thinking about your grandmother?" Kevin asked, making him nod. "Figures."

"It's weird thinking I might have Gwen's powers. That's kinda always been her thing, you know?" Ben said, still staring out of the window.

"Most alien powers are commonly passed down to their kids. That kid Alan's a great example of that. But from what I've seen, your parents don't have anything like that," Kevin said.

"Must've skipped a generation. You have any idea what kind of powers these are?" Ben asked.

"Not really. There are tons of aliens that deal with energy, but I'm not really familiar with the kind Gwen uses," Kevin said before ticking off using his fingers. "Conductoids have electricity based powers, so that's out. Osmosians can't generate energy without absorbing it first. I don't know. I'm striking a blank."

"Damn," Ben said, leaning back in his seat.

"You'll get your answers soon enough Tennyson. As soon as..." Kevin cut himself off when he saw the hooded woman return to the same tree. "Right on time."

"Then let's talk to her," Ben said before stepping out of the car.

When they got close, both boys could see that she was making a flower at the base of the tree just by holding her hands over it. She only turned around when they got close, but something told Ben that she knew they were there a long time ago.

"Um... hey," the teenager said awkwardly, suddenly aware that he hadn't actually thought this out.

"Are you related to this guy or not?" Kevin asked bluntly, gesturing to a groaning Ben. He should've known that Kevin would throw any and all subtlety out of the window.

"Kevin!" Ben said with a glare before turning back to his grandmother with an unsure look on his face. "Um... Grandma Verdona?"

Those last two words seemed to elicit a reaction from her, given that she immediately dropped her hood while looking directly at Ben with eyes that were extremely sharp for someone her age. And the smirk that donned her face was definitely something that belonged more on a mischievous young adult rather than an old woman.

"Grandma, huh? So you must be Max's grandson. Ben, if my memory serves," Verdona said, straightening her back as she walked closer to him. "What are you doing out so late? Isn't this a school night?"

"Well, no, but that's not the point. I had something I wanted to ask you," Ben said.

"Since the last time I saw you was almost a decade and a half ago, I suppose you can ask me something," Verdona said with a smile still on her face. Contrary to the wrinkles and graying hair, the woman seemed so young in the way she acted.

_"Except for that part where she said she was a decade and a half too late,"_ he thought before speaking aloud. "You were making those flowers with energy. Is any part of that... hereditary?"

There was an immediate reaction, and it made Verdona go from playfully amused to happy. Suddenly she was putting her hands on Ben's shoulders and fussing over him as if he were an extremely favored child.

"Yes, it is! It's rare in your case, but absolutely possible! You must show me something!" Verdona said in an excited tone.

"That's the thing. From what I know so far, all I've been able to do is detect energy. Not use it," Ben said hesitantly, making Verdona smile mischievously. The smile scared him a little.

"Oh, really? If that is true, then you'll feel this," the older woman said, grabbing his cheeks and placing a kiss on his forehead.

The reaction was immediate. Ben felt the energy all right, but it paled in comparison to the warm, casual flow he felt when he and Gwen made contact. It was like being plugged to an electric conduit with all the levers slammed upward. And the sensation left him on the floor, feeling the best he's ever been, but incoherent and panting as if he ran a mile.

"What did you do to him?" Kevin asked with narrowed eyes, now suspicious of the woman. It didn't even matter if she was family. _That_ was certainly not normal.

"Relax young man. He's fine. I only passed a large amount of energy through him, and if he were pure Anodite, it would only give a feeling of great elation. But for Anodites that are residing in a body that is not theirs, it is a sensation that surpasses anything else a human could feel. Some create alternate bodies solely for that reason," Verdona explained, looking at Ben with an amused expression on her face. "The first reaction is always the most interesting."

"He looks like he can't even get up," Kevin said, gesturing to the still kneeling Ben.

"That's because every nerve in his body is overloaded with a large amount of energy. It not only increases an Anodite's power, but every nerve that body feels as if it's been wired to send signals of pleasure to the brain," Verdona explained.

"I... Verdona... Kevin... Gwen... she..." Ben stammered, his mind scrambled.

"He'll be like that for a few moments," Verdona said before clapping her hands together cheerfully. "I can't believe this. After all these years, there truly is someone else in my family who possess The Spark."

"Yeah, there is. So he's something called an Anodite?" Kevin asked. He wasn't sure if he should mention Gwen to this woman yet.

"He is. There is one thing that confuses me. He mentioned not being able to use his abilities. You do not inherit a portion of an Anodite's powers. It is either all or nothing. It is why most Anodites do not reproduce through the methods of other species because of how unreliable it is. I did after all, birth two boys the human way," Verdona explained in a disappointed tone. She never did like the fact that she never was able to raise any Anodite children of her own.

"Well, I've never seen him use any powers that didn't involve the watch," Kevin said, pointing at the object.

"Ah. The Omnitrix. The device capable of transforming any species into other aliens," Verdona said, well aware what it did. "It can't transform anyone into an Anodite, of course."

"It can't make Anodites?" Ben asked, managing to regain his composure. And with that, he realized that the injuries on his knuckles were completely gone.

"Of course not. Anodites do not have pure DNA, so your watch cannot replicate their powers or appearance," Verdona said before putting her hands on Ben's shoulders. "Of course, that is a moot point for you kiddo. You can come with me and master your abilities."

"Whoa, whoa," Ben said, backing up. "I'm not even sure if..."

"You _are._ There are no partial Anodites, Benjamin. And it's obvious your time on this planet has prevented you from realizing your true power," Verdona said, sounding annoyed at that fact. "It would be a waste if you did not learn who you are and where you come from. The amazing things you are capable of."

"I see she finally showed up," Gwen said, coming up from behind Kevin.

"Yeah, and it's just creating more questions," Kevin said.

"What happened?" Gwen asked, looking over at Verdona. Recognition flashed in the older woman's eyes, and Gwen was immediately wary.

"You must be Benjamin's sister, correct?" the older Anodite asked.

"Cousin," Gwen corrected before noticing how bright Ben's face was. She would've initially thought he was embarrassed, but something in his eyes quelled that theory. It was a mix of apprehension and intrigue. Plus it kinda looked like he was literally glowing.

"Tell me, are you an Anodite as well?" Verdona asked, a small smile playing on her lips at the prospect.

"Um... Anodite?" Gwen asked.

"Neither of you know what an Anodite is?" Verdona asked, looking between Ben and Gwen. Both cousins shook their heads. "Guess I've never been mentioned then. Kids, Anodites are beings of energy. We can do things like this."

Verdona swept her hand in a horizontal motion towards a tree, and an sharp wave of mana flew towards it and cut it down like it was made of tissue paper. Then immediately reversed the damage as if it never happened. Gwen's hand started to glow a bright pink, and Verdona's smile grew when she saw it.

"You are. The both of you are Anodites," she said, looking at Ben and Gwen like she was the proudest grandmother ever. "I'll restrain myself for now. But we wi ll talk again soon."

Verdona's eyes shined a bright pink before she disappeared in a flash of light. Ben and Gwen looked at each other, both equally unsure as to what their reactions should be.

"She said you were an Anodite? Like me?" Gwen asked.

"Apparently. She also there are no partial Anodites," Ben said, trying to at least make his hand glow. But nothing happened. "Then why can't I..."

"It's something that comes naturally," Gwen told him. "I don't think you can force it."

"Something still should've happened before. It did for you. But not for me," Ben said, looking at his hands. He almost seemed frustrated.

"Is it because of the watch?" Kevin asked.

"No. I doubt it's because of that. Something tells me a problem would've popped up a long time ago if it did," Ben said, looking at the Omnitrix.

"What makes you so sure?" Kevin asked.

"I don't really know. It's just a feeling. My energy senses going haywire. Whatever you want to call it," Ben said, waving a dismissive hand.

"I need to tell my parents about this," Gwen suddenly said. Ben and Kevin turned to look Gwen with a surprised expression on her face, not expecting such an out of the blue statement.

"What? Why?" they asked at the same time.

"Grandma Verdona said we were going to see each other soon. And something tells me that's going to be sooner rather than later. Besides, if our dads were Verdona's sons, wouldn't they know about her powers?" Gwen said rhetorically. "Not to mention if we go to your parents about this, Aunt Sandra would have a stroke."

"Good point," Ben admitted, shuddering at the thought. His mom would go crazier than a rabid dog.

* * *

Gwen's prediction was entirely too accurate. Her father somehow knew Verdona was watching, and that pushed all of them into the living room. Including Ben's parents.

"What the..." Sandra started before laying eyes on Verdona, her eyes narrowing. "Verdona."

"Oh boy," Ben said with a sigh, causing his mother to quickly look at him. Now she looked worried.

"Oh, calm down over there darling. I can guarantee you that your son's dealt with things far worse than me," Verdona said in an amused tone before looking at a very unamused Natalie Tennyson. "Tea, dear. And something sweet for the kids."

"We're not staying here for this," Sandra said, immediately grabbing her husband's wrist and looking to Ben. "Come on Ben. Let's go."

"I think it would be a good idea for you all to stay here, especially Ben. He needs to learn about his heritage," Verdona said. Her voice was even, but it took all the wind out of Sandra.

Ben looked to his grandmother quickly, wondering if telling his mom was a wise option. Verdona simply gave the teenager a relaxed smile, pulling her hood down as she took a seat on the couch. Frank, Carl, and Natalie all looked at Ben with shock. The stares made Ben want to disappear.

"Come on," Gwen said, putting a hand on his arm and guiding him down to the couch. "I can tell you want to run out of here."

"Mostly to get away from all the looks," Ben whispered.

"What do you mean 'his heritage?' He's as normal as you or me," Sandra said while glaring at Verdona.

All three teenagers in the room looked away awkwardly. If Ben's life was normal, then the watch on his wrist was nothing more than an old, useless gift shop antique. No more than the glowing on Gwen's hands was a trick with a light pen.

"Not so much anymore. Should I show them?" Verdona asked with a smirk.

"No. Not in front of them," he said, shaking his head. Verdona let out a laugh of amusement at his reaction, and his parents looked at Verdona suspiciously before looking back at him.

"Ben... what did she do to you?" Sandra asked, her eyes going back to Verdona. If the woman's eyes were weapons, Verdona would be dead a thousand times over. In all different, painful ways.

"Nothing! Well, nothing _bad._ Quite the contrary actually," Ben assured his mother.

"It's something only an Anodite can experience. Believe me, if he wasn't an Anodite, it would have done nothing," Verdona said simply.

"Ben? Please tell me this woman is lying," Sandra said, looking at her son almost imploringly.

"Son..." Carl trailed, and Ben only shook his head.

"She's not lying," he said. Sandra looked as if she was told she only had six hours to live.

"So I suggest you take a seat. There will be some news that you will want to hear," Verdona said simply.

Sandra still looked against doing anything Verdona suggested, but her husband put a hand on her shoulder to try and calm her down.

"We should at least find out what's going on," Carl told her, hoping to reason with his wife. She eventually sat, but it was clear she was doing it under protest.

It was also clear she wanted to keep Verdona away from Ben, so she made Kevin move so she could hold him close.

Ben looked to Gwen almost desperately, who struggled to hold back a laugh along with Kevin. Gwen knew he hated moments like this when he was Aunt Sandra's 'little baby boy' instead of 'mature teenager Ben 10.' At least, that was the way he had put it.

Natalie had finished Verdona's request, which resulted in cookies being served with tea. Ben eagerly went for one, partially just to get out of his mother's grasp, but Gwen beat him to one just for the right to smirk at him. Ben smirked right back before taking a bite out of her cookie. Gwen looked annoyed, but didn't do anything aside from elbowing him in the stomach.

Natalie expected Gwen to give Ben the cookie, because she knew that was what her nephew was aiming for, but she was surprised when her daughter just took a bite out of the cookie without a flinch. That was it. Not a word from her.

"Been a while mom," Frank suddenly said, deciding to get straight to the point.

"I suppose. In human time," Verdona said with a gentle smile before looking to Ben and Gwen. "Just like me, the two of you are Anodites. Beings of pure energy."

"Yeah, and it's starting to get less surprising the more I hear it," Ben said before grabbing a cookie of his own. Before he could continue, Gwen returned the favor and stole a bite out of his cookie.

Kevin saw the interaction unfold from the end of the couch, and he was confused when he saw Ben take a bite out of as if nothing happened. All of the adults looked at the interaction strangely.

"Trust us, there are worse things to eat than an already bitten cookie," Gwen said, already knowing what the looks were about.

"Cafeteria food?" Frank asked.

"Grandpa's cooking," Gwen said with a small, sad smile. Verdona smiled fondly while Frank and Carl shared a chuckle and knowing look.

"Yeah, I suppose that's true. Still, try and eat your own food," Frank said with a look to both cousins.

"Promise," both cousins said at the same time. Each parent shared a chuckle at the exchange. They were all aware that Ben and Gwen actually got along now, but they still never ceased to entertain.

"Back to what we were talking about," Ben said, his face suddenly becoming serious. Then he turned to his grandmother. "The problem is that I've never seen any sign that I've ever been an Anodite. The most I've been able to do is feel energy when it's in someone or something. Nothing I've seen Gwen do."

That was something that caught Natalie's attention. _Seen_ Gwen do? That meant that Gwen had shown Ben her powers, but not her own parents. She didn't really know how to take that.

"So there's a chance you might not be like you grandmother?" Sandra asked, making both Gwen and Ben frown. Being an Anodite _wasn't_ a bad thing. At least for her to sound that hopeful. Verdona seemed alright, albeit a little reckless.

"There have never been any partial Anodites dear. Must I say it again?" Verdona said, making Sandra glare at the woman. She was glad she only interacted with the woman once before today, because the Anodite was testing her patience. She was a grown woman, and here she was being treated like she was a child.

"So how is it nothing has happened?" Ben asked, looking at his hands.

"I have an idea. It's that watch of yours," Verdona said, making Ben dart his eyes towards his parents quickly. Both of whom were staring at the Omnitrix.

"It's like that one watch you got when you went on summer vacation with your grandpa. But... it's slimmer," Carl said, looking at the watch closely.

"It's so much more than a mere watch. But my point isn't about the watch. It's about what it means to Benjamin," Verdona said.

"What do you mean?" Ben asked, the cookie in his hand practically forgotten.

"Think of it as the moon during an eclipse," Verdona told him.

"One thing blocking out another?" Kevin questioned.

"That can't be right," Gwen said with a shake of the head.

"It's not a physical change, but a mental one. Ever since he got it, he's likely come to see it as his source of strength - his real power. Meanwhile, Gwendolyn has always relied on her natural abilities. Which is what an Anodite should always do. Her powers came to her naturally that way. Yours did not, and as a result, your mindset stunted your capabilities," Verdona explained. "It's uncommon among most Anodites, but not unheard of. The only way to fix that is to find a way for you to tap into the mana that exists within you."

"Mana?" Ben asked.

"Life energy. It is the very substance of magic itself, which opens up all avenues of magic that Anodites can use better than most sorcerers. Rarely has a sorcerer ever been more talented than magically trained Anodites," Verdona explained before smiling. "But the problem won't be much of a problem soon enough. Once you are able to tap into your mana and get the proper training you need, your mental block will disappear as if it never existed."

Ben stared down at the cookie in his hand, thinking over his grandmother's words. Often, he wondered if there was anything special about him besides the Omnitrix. And from what his Verdona was telling him, there was. He and Gwen were part of the same alien species. Anodites. Aliens who could manipulate mana.

"There is one other thing I'm wondering about," Ben said, holding his watch with one hand. "When I put the Omnitrix back on, I could feel energy travel between me and Gwen. But it didn't happen before I started to wear it again. Do you know what that's about?"

"Hmm..." Verdona trailed before taking a sip from her tea. "Anodites do have various methods to share energy with one another. That I do know. But all of them wouldn't care whether or not you're wearing technology. I can help you figure it out as we help you control your abilities. So, what do you say? The both of you?"

Ben looked at his parents, his mother shifting worried glances between him and Carl. Then he looked to Gwen, who had a small, excited smile on her face.

"I do want to learn more about my powers," Gwen said before looking to Ben with a smile. "And if you really do have the same powers as me, I can help you. I always do."

Ben looked between both Verdona and Gwen, both of whom were sending him an encouraging smile. As if they knew he was doubting his ability to ever be like them. But maybe after enough time, he could be like them. And maybe learning how to control his Anodite side could help him in more ways than just having another way to kick butt.

"Ok. I'm in. Where do we start?" Ben asked, standing to his feet. Verdona walked up to him and grabbed one his hands and one of Gwen's.

"On Anodyne," she said without hesitation, making both cousins reel back in shock. Their parents were just as surprised as they were. "Stop living this humdrum life. Come home with me and join the _real_ party."

"Leave?" Gwen asked, dropping her hand from Verdona's. "This is big."

"Yeah. I'm not sure if..."

"Absolutely not!" Sandra suddenly exclaimed, and she was glaring daggers at Verdona. "You are not taking my boy anywhere."

"How nice of you to provide your opinion. But unfortunately, I wasn't talking to you," Verdona said, hardly sparing Sandra a glance. It only angered the mother even more.

"Grandma Verdona, I'm not sure if I want to go," Ben said, making Sandra smile in relief. "But at the same time, I _do_ want to know more about what it means to be an Anodite. This is a part of me that I know nothing about."

"Do you really need to know? You've always lived as a regular person," Sandra said, shrugging off her husband's hand on her shoulder.

"Yes. I do. I always thought I was a normal guy. _In the loosest sense of the word..."_ Ben added in his head before continuing out loud. "But lately, I've felt like there was something different about me. I don't know what it means to be an Anodite, and I really do want to know. But is it really worth to leave Earth behind just to do that?"

No one in the room had ever heard Ben sounding so unsure about something. He was normally a 'take the world by storm' sort of person. It was less prevalent as he matured, but it was always part of his personality.

"If you need time, that's fine dear," Verdona said gently before turning to Gwen. "How about you, Gwendolyn?"

Gwen looked to Ben, who sat down while looking like something heavy was weighing him down. Her mind was in a similar state of chaos. Then she shifted her gaze over to her parents.

"Mom... dad... what should I do?" Gwen asked.

"I don't know. It's an opportunity I never had," Frank said.

"We always hoped that you would take after my side of the family, but..." Natalie trailed with a grimace in Verdona's direction. "We want you to be happy."

"We won't stand in your way, Gwen," Frank said.

Gwen looked back to Ben and he was staring dead at his mother, his expression resembling stone. It was a real quick change from his indecision, but as quick as the expression came, it was gone.

"I need to think it over too," Gwen said.

"Alright then. Take your time," Verdona said with a nod. Both cousins nodded before Gwen dragged Ben upstairs, Kevin following behind not long after. "The both of them are so serious."

Natalie looked pissed, and Sandra had a similar expression of anger on her face. Both husbands and brothers looked at each other, knowing that this wasn't going to go well.

"You're asking for both of our children to go away with you on some faraway planet?" Sandra said through gritted teeth.

"Well, they certainly won't become mature Anodites on this backwater planet," Verdona said in an offhand tone of voice, waving a lazy hand.

"If case you haven't noticed, we do mind when you talk..." Natalie glanced towards the staircase before speaking. _"...shit_ about the planet we were all born on. Not to mention your sons were born and raised here on this _backwater planet._ _And_ your grandchildren."

"I'm not saying it's a bad place. No, in fact, many of the things on this planet are fairly amazing. But it is no place for Anodites to live," Verdona said.

"So that's it? We're supposed to pack their things and let you run off to the stars with our children?" Sandra said, her eyes like jade colored fire.

"The decision isn't yours, but if we're going to pretend like it is..." Verdona said, lowering her cup as Sandra gritted her teeth in anger. "...do you expect these children to ignore that part of them? You heard what they said. They want to know about their Anodite side more. Especially Benjamin. Now that he knows what he is, it's calling to him. His true side has been lying dormant for far too long. And it's a side you can't tell him anything about."

The second part of her statement made Sandra even more upset. But only because of how true it was. Ben didn't know anything about being an Anodite. Until tonight, he was probably more than certain that he was just a regular person. And because of his grandmother, he was not only aware it existed, but wanted to know more about it.

It still didn't stop her for arguing against the idea.

* * *

"This isn't an easy choice," Ben said.

Both him and Gwen went up to the roof to think, their arms on their knees and chins on their arms. Kevin was next to Gwen, and he was at a loss as to what to tell them.

"Nothing I've had to choose compares to this," Gwen said, sounding dejected.

"Well, one way or another, you lose something. If you don't go with her, you lose your chance to master your powers for a while. And if you do go, you leave behind everyone and everything here. Including this team," Kevin said sourly.

"And that's not even counting the Highbreed. Whatever they're up to, I doubt we'd learn everything there is to know before they finish whatever it is they're doing," Ben said, blowing out a puff of breath.

"What do you think?" Gwen asked, looking to Kevin.

"Me? I want you around. Both of you. And let's face it, the Earth is probably screwed without you. I hate the fact that you're even thinking about it, but I can see why. I still find the whole thing lame. It was all easier when you thought you just had magic powers and Ben thought the Omnitrix was his only tool for dealing with aliens," Kevin explained with a scowl on his face as he looked at the moon.

"Well, the whole reason we started doing this was to protect people, right? If we leave, it completely defeats that purpose," Gwen said, looking to Ben.

"But we'll..."

"I _know,"_ Gwen said, and she sounded extremely upset about it. It was an opportunity that she would probably regret, but until the world wasn't infested with aliens that had malicious intentions towards their race... _one_ of their races, they couldn't leave.

_"This was exactly one of the things that lead to me taking off the watch in the first place,"_ Ben thought bitterly.

He was going to hate not knowing anything about being an Anodite, but maybe there would be time for it in the future. When there were no Highbreed and DNAliens walking the planet. But Gwen was right. They couldn't just abandon the Earth. They had a duty to protect this planet, and he was going to stick to that.

"So what are you going to do?" Kevin asked. Neither cousins said a word. Just looked at each other and nodded in agreement before heading downstairs.

For some reason, there was music playing with a disco ball on the ceiling. Their parents looked like they were about to blow a gasket. Well, Natalie and Sandra at least. Carl and Frank were looking uneasy; obviously hoping the situation didn't spiral out of control.

Verdona however, was the only one who was dancing to the music that was playing. But it didn't take long for her to notice that Ben and Gwen walked back in the room.

"Ah, you're back. Did you decide?" she asked, floating over to them.

"Yeah. We really do want to go, but... we've decided that we're gonna stay," Gwen said. Both Sandra and Natalie looked relieved, and so did Carl and Frank. They weren't showing it, but they had their concerns that they would leave them and everything on Earth behind.

But Verdona was the only one who didn't look relieved. With a snap of the fingers, the disco ball and music disappeared in an instant.

"But neither of you know what you really are. Kids, we belong on Anodyne among our kind," Verdona said, raising her arms as if trying to embrace the sky. "Let me show you."

In a flash of pink light, the old woman that was in front of them was gone. In her place was a dark purple humanoid, a tendril of pink mana flowing down where her hair was supposed to be. The human 'body' she had was discarded to the ground; as if it were nothing more than a cheap Halloween costume.

"See? Just a disguise," Verdona said, her voice sounding younger. It also had a faint echo to it. _"This_ is what it means to be an Anodite."

"We look like... that?" Ben asked, looking at his grandmother with raised brows.

"So _that's_ why she looks so good," Natalie said in a dry tone.

"Mature Anodites are pure energy. We draw life from the mana around us," Verdona said, holding up her hands with a smile.

"Wow. That's just... wow," Ben said in an amazed tone.

"You're just too young to make up your own minds. Let me help you," Verdona said with an expression that made both Gwen and Ben unwillingly take a step back. "I'll destroy your bodies, and free the Anodite inside."

"What?!" everyone except Verdona exclaimed at the same time.

"You're crazy!" Sandra exclaimed. Verdona seemed to have enough of Sandra, and, with a snap of her fingers, put duct tape over her mouth.

"Believe me, you'll both be able to think much more clearly as a result," the elder Anodite promised.

"You cannot be serious," Gwen said with a displeased expression.

"How do you know if you like something if you don't try it?" Verdona asked.

"Yeah, but there's no turning back from body annihilation," Ben said, his eyes narrowing.

"Anodites can make any body they choose, so you can create a human body and permanently wear it if that's what you want," Verdona said with a smile.

"They said no lady," Kevin said, his eyes narrowing as he stepped forward.

"You're willing to fight me over this?" Verdona asked in an amused tone. "Ok. Then let's fight."

And with an outstretched hand, she blew Kevin out of the window with little effort. Both cousins rushed outside to see if he was hurt, and were glad to see that he looked more windswept than in pain. They all looked to the sky when they heard Verdona giggle.

"Now _this_ is what I call a party," she said, throwing out a blast of energy at the congregated trio. It probably would've blown them to pieces if it weren't for Gwen's shield.

The girl in question made steps out of energy in order to get to the same level as her grandmother. Gwen tossed energy discs at her Verdona, who batted them away with the tendrils on her head. She didn't even blink while doing it.

"Shouldn't you stay back?" Kevin asked Gwen while Ben climbed out of the ditch.

"Hit the road Kevin," she told him.

"What?" he questioned, making her look down to the ground. "Oh."

He quickly absorbed the ground before ripping rocks out of the ground and tossing them at Verdona. Ben dialed the Omnitrix and slammed on it in the middle of a jump, landing in front of Gwen with a flip.

"Chromastone!" he exclaimed. Verdona started to fly at him, but he easily jumped and met her flight towards him with a knee to the chin.

The blow hardly bothered her, and she grabbed his arms with the tendrils on her head. Thankfully, Ben was strong enough to throw her down to the ground even with her tendrils binding him. He landed on top of her while putting a foot on her stomach to pin her down.

"Stop it grandma. I don't want to hurt you," Chromastone said before she flew out from under him. With an outstretched hand, she trapped his entire body with conjured steel restraints. Those left him unable to move his arms or legs.

"How kind of you. But it will take more than that to get the better of me kiddo," Verdona said before she was interrupted by a large rock to the face followed up by a high jump kick from Gwen. Kevin then moved closer to the kneeling Anodite with a large rock in his hand, but he hesitated when he saw the miserable look on her face.

"Dude, I don't know if I can pound your grandma," he said, looking back at Ben. The Tennyson in question had broken the steel restraints by surrounding his body with rainbow colored energy.

"I know how that feels," Chromastone said before Verdona started to rise in the air. Immediately, a pink, mist like substance started to flow out of... well, everything that was living that was around them. It only took Gwen a moment to realize what it was.

"She's drawing mana from the living things around her!" she exclaimed.

"That is not good," Chromastone said, remembering how elated he felt when Verdona shared her energy with him. The high of energy. And if that sensation was equal to the amount of extra power she would get...

"I'm really enjoying this!" Verdona exclaimed. She then used the tendrils on her head to pound Kevin into the ground until nothing but his head was showing.

Chromastone immediately leapt into the air after her, but was quick to hit him with a large ball of energized mana that knocked him to the ground hard. It happened so fast, he wasn't prepared to absorb the energy of the blast. So all he felt was the force from the blow, and it hurt.

"Crystalsapeins are a bit troublesome for Anodites. But not impossible to beat," Verdona said before using one tendril to bind Gwen in place.

The elder Anodite then grabbed Ben with the rest of them and leaving him bound in the air, unable to move. Verdona's tendrils alone were way stronger than the steel from before and something told Ben his energy would be enough if she kept shielding herself.

_"If I can just get to the dial..."_ Chromastone thought, trying to move his hand. But it was pointless. His arms were pinned firmly to his sides.

"One day, you'll learn how to make a new body. Any kind you like," Verdona said softly, and Gwen had enough.

"Listen to me!" she exclaimed, making Verdona let her go after some hesitation. Ben was still in her grip though.

"I'm not going! _We're_ not going," Gwen said angrily, gesturing up at Ben. "We want to go. We would really like to. But there's too much for us to leave behind here. Our friends are here. Our family is here. The only life we've ever known is here. Not to mention the Earth needs us. There's just no way we can give that up. Not even for learning more about being an Anodite."

"This life can't be that important to you..."

"But it _is._ And you've lived that life once before. A quiet life, enjoying the simple things," Gwen said.

"I was just a kid then. Trust me. Grown up parties are so much better," Verdona said, clapping her hands together.

"Just admit it grandma. You miss it. And you miss Max," Gwen said, making Verdona deflate visibly. "That's what brought you here, remember?"

"Max should've been like us. He had a spark of his own. An adventurer, troublemaker. He was a lot like your friend... Curtis," Verdona said, making Kevin immediately look annoyed.

"Kevin," he corrected.

"And if you don't mind, I would appreciate being let down," Chromastone said, still struggling in Verdona's grip.

"One moment Benjamin," Verdona lightly scolded before looking back to Gwen. "You really won't leave willingly, will you?"

"No. I'm sorry Verdona," Gwen said softly.

"I'm sorry too," Verdona said before she wrapped her free tendril around Gwen again. And this time, the hold was tighter.

"Hey!" Gwen exclaimed.

"Gwen!" Kevin exclaimed.

_"Ok, the no hurting rule is out of the window,"_ Chromastone thought before his body was surrounded by the multicolored energy that he naturally produced. Then, with a large nova, he was able to blast Verdona's tendrils off of him and knock her down to the ground.

"So I see you've finally taken the kid gloves off," Verdona said. It baffled Ben that she was still finding this a situation to smile about.

"Now I have," Chromastone said seriously.

"Believe me. It's better this way," Verdona said before creating a gigantic spear. Ben's eye widened when he saw the spear heading towards him while he was kneeling. He managed to roll out of the way, the weapon narrowly missing him.

Gwen imbued her hands with mana, but two more of Verdona's tendrils kept her hands and feet bound together before she could even move them. She hated how her grandma was powerful enough to do this and still have plenty of free hands and tendrils to handle Ben.

Speaking of which, the wielder of the Omnitrix was rapidly firing energy beams at Verdona to try and keep her off balance. The elder Anodite fluidly flew in random directions to evade them, her flying speed comparable to Jetray's. Gwen was swinging her body in every way possible to try and throw Verdona off, but it was for naught. It was as if the girl was weightless with how easily she was carrying her.

Ben charged another blast as Verdona created another spear out of thin air and tossed it towards him. This time, there was no dodging for either party with the timing. The laser blast knocked Verdona out of the sky, both her and Gwen getting hurt from the fall.

Ben, however, was in an even worse condition. The spear she threw at him was like a drill. Powerful enough to get through this alien's rock like skin while pinning him to a tree. The pain made him grit his teeth in a combination of anger and discomfort.

"Ben!" Gwen exclaimed, managing to evade Verdona's tendrils that were stretching out for her. Her hold loosened when Ben knocked her to the ground.

The younger Anodite threw a blast at her grandmother that the older woman easily deflected. Gwen was ready for her launching tendrils, and flipped out of the way of their grasp, backing away by creating steps that granted her some elevation.

_"God, this hurts,"_ Chromastone thought, managing to pull the spear out of his stomach. But there was no way he was in a good enough condition to continue fighting. The Omnitrix knew that, and transformed him back to his human form. At least there was no hole in his stomach.

_"It's time now,"_ Verdona thought before hitting Gwen with a blast that knocked the younger Anodite off her feet. Despite the shield she raised to defend herself.

Verdona made sure it hurt, but didn't break anything or scar. All she needed was the time it bought her.

Ben was rising to his feet before he was hit with a painless blast. The blast bound him to a tree with mana; like bolas made out of energy. Verdona floated in front of him, and he knew that he was trapped with no options. She was way too strong.

"Grandma. Please don't do this," Ben pleaded to his grandmother.

"I have to kiddo. Or you'll never know what it means to be you. The_ real_ you," Verdona said, and her voice was politely soft. It didn't stop her from raising her hands and charging a powerful ball of energy before throwing it at him, causing Ben's world to go black.

Gwen dusted herself off and looked over to where Ben was, whose body was completely charred and his clothes completely burnt to ash. The young Anodite's eyes widened before looking back at Verdona. The woman actually looked sorry for what she did, but that still didn't stop her from doing it.

_"She... she..."_ Gwen thought before she tightened her fists. A growl came out of her mouth before a powerful mana beam flew from her body knocking Verdona down to the ground with a force the older woman didn't expect.

Gwen's eyes were glowing a bright pink before her regular skin started to disappear, the Anodite purple skin slowly forming all over her body. Now the only distinguishable differences between Gwen and her grandmother was her face and the fact that Verdona was bigger.

"You killed him," Gwen said, floating over to her grandmother. Her hands were glowing ten times brighter than usual, a white hot anger burning in her glowing eyes. The older Anodite was shocked when she laid her eyes on Gwen, unable to believe what she was seeing.

"You... you found a way," Verdona said in a surprised tone. Gwen looked down at herself and noticed that she was no longer human. Or at least in a human body. She was a pure Anodite, and how good it felt did nothing to quell her anger.

"Which meant there _was_ another way. Why did you destroy Ben's body then?!" Gwen yelled angrily.

"I... I never knew," Verdona said softly.

This was something she had never seen before. Someone naturally shedding their placebo body to take hold of their Anodite form with no outside help. Millions of generations of Anodites had came to pass, and nothing like _this_ had ever happened. Then again, everyone was willing to shed their old bodies in favor of their true appearance. At least the handful of Anodites that had a body that wasn't their true form.

"Gwen," Ben suddenly said. He sounded slightly different, but Gwen knew it was him.

When she looked over to where his body was, Ben was standing around the ashes of his old body. And only one thing survived: The Omnitrix on his wrist. Still unscathed.

His look was like that of hers, but with a couple of differences. For one, the mana on his head was smaller. It was styled like a boy's haircut, instead of the strand of mana shaped like a ponytail that Gwen and Verdona had.

And instead of looking like he had breasts, he had two sectioned parts on the upper half of his chest that were a reasonable imitation of a male's pecs. Not to mention the mana on his head wasn't pink like theirs was. It was green.

_"Mana is not supposed to be green,"_ Verdona thought, her eyes fixated on her grandson's Anodite form.

"Ben? Are you..." Gwen said before floating over to him.

Both cousins held up a hand and grasped the other's while looking at each other. Both of their heads started to grow several tendrils similar to the way Verdona did after she absorbed mana. Their joined hands also glowed a bright pink and green respectively. And there was also a rush of energy, easily dwarfing anything they felt in their human bodies.

_"This... this is the power of an Anodite,"_ Ben thought, seized by the surge of mana flowing through him. And this time, he could feel it waiting for him to use it.

The parents that were inside the house walked outside when they heard the commotion end. It shocked them to see Gwen and Ben in their Anodite forms, holding hands while looking at each other dead in the face. But despite the hesitancy on their faces, power still radiated from them.

"She did it," Sandra said said in a horrified tone.

"Congratulations. You are both full Anodites," Verdona said, getting to her feet.

Suddenly, the situation changed in an instant with that statement. Both cousins looked towards Verdona, their faces showing identical expressions of anger. And the anger manifested itself into an energy beam was powered by the both of them. Again, Verdona wasn't prepared for it and she wound up hitting the tree behind them hard. But the beam hurt more than the impact itself.

"That's all you have to say? You destroyed my body, and your first word is 'Congratulations?" Ben said, his tone full of disbelief and anger.

"I know. But..." Verdona started, but Ben didn't want to hear it.

"STOP. Right there," he said furiously, his fists clenched. "I lost my body. You _completely_ disregarded what I wanted earlier, and didn't take how I would feel about the matter into account. No, it's grandma's way or the highway."

"I understand..."

_"I'm not done._ You _will_ listen to me," Ben said, the echo in his voice louder. The mana on his head was expanding even more from his anger. "Look at me! This is not what I wanted! Just because we're all Anodites doesn't mean you should force something on us that we don't want! It's not like we ever met you before today! Obviously your traveling among the stars hasn't taught you basic empathy for the people you're supposed to consider family!"

Verdona reeled back. She expected him to be angry, but she didn't expect for his words to cut as deeply as they did. She knew she was making a rash decision, but the lives of all Anodites was that of a free spirit. Doing what they chose to do. But at the same time, by doing this, she had betrayed that very belief. Regardless of her intentions, she had made an important decision like this without his consent.

With the way he was glaring a hole through her, Ben looked ready to start another fight with her. One that he was probably more prepared to win. The power flowing through him was the shared anger of two Anodites, given he was still holding Gwen's hand and she was as angry as he was.

But he had a moment of clarity of the situation, and it was like being splashed with freezing cold water. The reality of the situation was that he was an Anodite. He had no human body. No general idea how his powers worked. No control whatsoever. And no matter which way he sliced it, he knew he was going to need help. And the idea of that took any desire to fight out of him.

"I need a moment," Ben said before letting go of Gwen's hand.

Gwen quickly looked at him, surprised at his sudden change in attitude. Ben gave her a look that showed how sorry he was before turning in the other direction. He didn't know how he did it, but every instinct in him wanted to leave. So he floated in the air and flew away.

"Ben!" Gwen exclaimed as he took to the skies, but he was gone and out of sight not long after the word left her lips. That left her to direct her anger at Verdona. "Do you understand what you did to him?"

"I'm sorry," Verdona said with her head bowed. It did little to calm Gwen.

"Just do us both a favor, Verdona. _Leave._ And never come back. It's sad when the one good thing you can do for your grandkids is to stay the hell away," Gwen snapped before storming away from her grandmother. With one tendril, the young Anodite was able to free Kevin from the hole he was trapped in.

Even though he knew he wasn't a match for Verdona, the Osmosian still wanted to fight her. Cold fury that Kevin hadn't felt in a long time was simmering in his veins, and he wanted to break every bone in the older woman's body. But Gwen put her hand on his arm to make him look in her direction. The girl only shook her head, already knowing what he wanted to do.

After a few moments of resisting, Kevin allowed himself to be steered away while still glaring at Verdona. Only one anger outmatched the kind Kevin was feeling right now. And that said _a lot._

"I cannot believe you're not going crazy. If I thought I could take her, I know I would..." Kevin trailed angrily before noticing how worried Gwen looked. Then his face softened. "Are you..."

"I'm fine. I'm just worried about Ben," Gwen said with a sigh before she turned back into her human form. Kevin wasn't going to ask how she did that. There were bigger concerns.

"I doubt he's taking it well," Kevin said, looking up towards the sky.

"He lost his body, and for all we know, what little normalcy he had. I don't know how long it would take for him to learn how to make a regular body. Hell, I don't even know _how_ to do something like that," Gwen said while rubbing her temples.

"I still have one of those ID Masks the DNAliens were using," Kevin offered.

"That'll definitely help, but the problem is that he'll have to wear that thing wherever he goes. At school. At the store. Anywhere that involves going to public places. And the only time he won't have to wear it is when he's with us. Or when he's at his house. Everyone saw. Including Aunt Sandra and Uncle Carl," Gwen said, shaking her head sadly.

"We can worry about all the long term stuff later. First we need to find him," Kevin said, opening the door to his car. "Any idea where he might've gone?"

"I have a couple of ideas," Gwen said thoughtfully.

* * *

Despite his turmoil, Ben could appreciate his situation just a little. Being an Anodite had a type of empowering freedom to it. You could feel the essence of everything that was living around you as if you were all connected. It was like breathing in clean air all the time. It was amazing.

It did little to quell how upset he was.

_"I can't believe she... Why couldn't she have just respected the decision I made?_" Ben thought with a growl before clenching his fists. _"I hate her."_

Well, hate wasn't quite the right word. The only person who ever really deserved his hate was Vilgax, and what with him being lost somewhere in outer space, he didn't really count.

But he _was_ furious with her. It took all the self control he had to leave in order to process the whole situation more logically instead of giving into every instinct that told him to team up with Gwen and pummel her into the ground. Even now, the thought of going back and knocking some sense into her was tempting. But there was one thing that was holding him back. And that was aside from the fact he had zero experience with his new abilities.

"Ben!" a familiar voice shouted, making him turn around.

Gwen quickly got out of Kevin's car and started rushing towards him. She was halfway to him by the time Kevin got out of his car.

Ben went back to looking up at the sky from the roof he was lying on. Gwen sighed before crossing her arms.

"You know that ignoring me won't make me go away," she said simply.

"I'm not trying to ignore you. I just... I'm having a hard time handling this," Ben said as Kevin started approaching. "How'd you even find me?"

"Even when you're upset, you still think the same," Kevin said as he pointed up to the Mister Smoothy sign. "Honestly wasn't that much of a surprise when she told me you would be here."

"Man, I need better private spots," Ben said with a shake of the head.

"You want to talk about it?" Gwen asked softy.

"I doubt it. I mean, I doubt anybody would to talk about getting their body disintegrated by their grandmother," Kevin pointed out before getting a hard elbow in the gut that nearly knocked him to the ground. "Ow! You trying to make me barf out a lung?"

"Would you..." Gwen started angrily, but stopped when she heard Ben chuckle.

"You know, when you say it like that, it almost sounds normal," he said.

"It's not really something to laugh about," Gwen told him, crossing her arms and looking him in typical Gwen fashion. It made him smile.

"It kind of is. Similar to how it's funny when you fall down the stairs or trip over something. You can laugh it off, and it makes it easier to deal with. You know?" Ben asked as he got off his back and hopped off the roof of the building.

"Is that how are you dealing with it?" she asked, making whatever amusement was on his face disappear in an instant.

"No. But I wish I could. My body is gone. There's no heart beating. No blood pumping through my veins anymore. All I feel is energy. And as amazing as it is, I already miss all the things that made me human," Ben said. He sounded so despondent, that neither Gwen nor Kevin quite knew what to say.

So naturally, Kevin went with something that immediately came to mind.

"You do realize it's going to be a lot more awkward to be around you without clothes," he said, making Gwen roll her eyes.

"That's just how Anodites are," she said.

"Well, it wasn't as awkward as with your grandmother given how she's like, older than all of us combined. But this?" Kevin said, gesturing to Ben.

"That's just... how are you even..." Gwen spluttered in disbelief, but stopped herself again when she heard Ben chuckling silently. "How do you find all this funny?"

"Cause it feels normal. Honestly, that's the best thing I could ask for right now," he said, his smile still on his face.

"I'm amazed you didn't go alien on her. If she did something like that to me, I would've beat her down. Family or not, it's way out of line," Kevin said angrily.

"I thought that's what we were going to do. She would've deserved it," Gwen said venomously, her arms crossed.

She knew Ben was drawing power from her and her anger. Because she was doing the same with him. They empowered each other with their emotions. And the sensation made it feel like the two of them were capable of doing anything they wanted. She almost missed it.

"The thought was tempting. Very tempting. But one thing stopped me. And that's the fact that I may have to go with her," Ben said, making Kevin and Gwen look at him like he was crazy.

"Are you insane, Tennyson?" Kevin questioned, his tone full of disbelief. "Why would you ever want to go with the crazy woman who's the reason you're in this situation in the first place?"

"Hello? Are you looking at me right now? I don't exactly look like the Ben Tennyson people are used to seeing. And there's no telling what might happen if I don't learn how to control these powers. I could wind up blowing up a building if I so much as get angry," Ben explained with a deep scowl.

"I can help you get your powers under control. I may not be Verdona, but I can help a little," Gwen assured him firmly, putting a hand on his shoulder.

"Besides, this should help with your 'not looking like you' problem," Kevin said, throwing him an ID Mask.

"I have to wear this whenever I go out in public," Ben said before sighing as he put it on. Immediately, his body transformed back into his regular look. "It feels as artificial as it is."

"You got another idea?" Kevin asked with an annoyed look.

"Yes, but that involves leaving Earth for who knows how long. And I don't want to do that," Ben said bitterly.

"But there's a big problem with this," Gwen said, getting Ben and Kevin's attention. She pointed to Ben's left arm, and the Omnitrix didn't appear. "You can't put it into your appearance?"

"Not a real version. Those masks are designed to make you look exactly like the person is supposed to. You can make it look like the watch is on his wrist, but all it'll be is an illusion," Kevin explained.

"That's fine. The only time I'll really need to transform is out of the sight of other people, so it doesn't really matter," Ben said in a flat tone. But he did adjust his look to where the watch was on his wrist before taking the mask off completely. "Take me home."

"Got it," Kevin said before the three of them walked towards Kevin's car.

Gwen put a hand on Ben's shoulder, but he didn't seem to notice. He seemed to be lost in his thoughts, wondering how this situation was going to be made right.

_"We've got your back, Ben. You aren't alone in this."_

* * *

Verdona was doing more thinking than she had ever done in the past couple of decades.

She knew she had messed up the relationship with her grandkids doing what she did. But also she knew if she let Ben walk away, still trapped in that human body of his, that he would never know what it meant to be an Anodite. Because he was trapped by his one vice to his Anodite abilities - his attachment to the Omnitrix. She hoped that once he realized what being an Anodite was like, he would warm up to the idea. She couldn't have been more wrong.

_"As long as he learns how to be an Anodite, however limited it may be, I'll regret the situation less,"_ Verdona thought. Though that hardly meant anything when the entire Earth side of your family hated you. More importantly, your grandkids.

The thought that members of her own Anodite family hated her made Verdona more ashamed with her rash decisions than she ever thought possible. But maybe one day, she could find a way to make up for it.

* * *

A/N: Not quite what you were expecting, was it? Well, maybe it was and I'm just transparent, but I'd like to think it was a good idea.

The original idea for this was that the story was going to start with Verdona not giving up on destroying Gwen's body. But Ben takes the blow, and it reveals that he's an Anodite. It eventually evolved to this, and it honestly makes far more sense as far as narrative goes. There's buildup to it, and it's obvious that Verdona's reasoning wasn't just solely the fact that she wanted to do what she wanted.

Verdona will return later on. I can promise you that. But for now, we'll be focusing on Ben and him adjusting to his new glowing problem. Of course, I'll keep the canon episodes consistent enough. Don't want to spend too much time on Ben just learning every new power I'm going to have him learn. Hope you enjoyed!


	8. Chapter 8 - A New Lifestyle

A/N: Based on the episode "The Gauntlet."

* * *

"This is way too early for my liking," Ben grumbled as Jetray while flying through the air. It was almost dawn when Gwen called his house about some big robot in a warehouse. The one day he could sleep in, something like this popped up.

The one good thing that came out of having to get up this early was that he was up and out of his house before his parents were up. He didn't want to have a conversation with them. Not right now.

Crashing through the warehouse window, the first thing Ben saw was Kevin holding onto the robot's neck, trying to knock it to the ground. But it didn't take long for the Techadon to throw the Osmosian into a wall.

"I see I arrived at the perfect time," Jetray said flatly as he fired a neuroshock beam at the robot. It did little more than irritate it. "Ok, that's a problem."

"Yeah, fat lot of good you're doing," Kevin said sarcastically as Ben dodged several lasers the robot sent his way. He descended close to the ground before quickly changing his alien to Chromastone. It just now hit him how often he had been using this alien lately.

Channeling the energy he absorbed from a laser blast, Ben a blast powerful enough to knock the Techadon's arm off. Then he got a running start before jumping at the robot, but he got blasted into a pile of crates by a large laser. It started to repair its missing arm, but a mana blast from Gwen interrupted the action.

She didn't stop there, continuing to throw disc shaped blasts that forced the Techadon to pay attention to her. And it gave her that attention in the form of a large eye blast that forced her to raise a shield that immediately shattered upon impact.

"Hey! Metal mouth!" Chromastone yelled, making the robot turn towards him.

Using the energy from the blast he just took, Ben fired a laser that almost knocked the Techadon's head off entirely. The robot fired a retaliation shot, but Ben let it hit him. Only to absorb it and use the energy to blast a hole through one of its legs, forcing it to one knee.

Kevin took this as an invitation to move in, and he removed the one good arm the Techadon had before punching its head all the way off its shoulders.

"Great. We're done. I noticed your blasts were a lot stronger than usual," Ben said, looking to Gwen.

"Really?" she questioned, making Ben nod. "His armor wasn't _that_ tough."

"Techadons are war machines. Believe me. They've got some tough armor," Kevin said, picking up the robot's hand that was still intact. He didn't want any random dude taking anything from the remains.

"Huh," Gwen said, her gaze wandering back to the remains of the Techadon's chest plate.

"Any idea why your energy's a lot stronger?" Ben asked.

"One. Me turning into an Anodite might have increased the amount of energy I can use," Gwen offered.

"That makes sense. As an inexperienced Anodite, I can tell that you're very powerful," Ben said with a smile.

"Thanks," Gwen said with a flat look, making Ben chuckle as she looked back at the remains of the robot they just fought. "Anyone got an idea as to where to go next?"

"No point in going back to sleep now," Ben said with a shrug.

"We could go to Mister Smoothy," Gwen suggested.

"He can't drink anything with the mask on. That's a less advanced model," Kevin reminded her.

"Then we'll go somewhere private afterwards. And you don't have to wear that thing while in the car," Gwen said, turning to Ben.

"And if someone sees we've got an Anodite in the car?" Kevin questioned rhetorically.

"He's got a point. It could attract attention we don't want," Ben said. He sounded incredibly unhappy about that fact. He knew he hated being held down in any sense of the word, but now that he was an Anodite, it seemed as if it was ten times worse.

"I guess that makes sense," Gwen admitted. But judging from her tone, she almost sounded as unhappy as he did.

Ben remained quiet for the rest of the trip. Being forced to wear this mask just to look like himself made him irritable. Some base desire urged him to just take the mask off and walk around, damning any consequences. But he kept it in check.

"Just act normal," Gwen said, putting a hand on his shoulder when they stepped out of the car.

"Or what's considered normal for you," Kevin said with a smirk. Gwen gave him an annoyed look, but didn't say anything. Mostly cause this was normal for Ben, and he considered that a good thing.

"Normal would be to go get the smoothies. What do you want?" Ben asked.

"Anything you think might be good. And Kevin's paying. _Right_ Kevin?" Gwen said with a far from subtle elbow.

"Yeah. Sure," Kevin said, handing Ben a five dollar bill.

"Maybe this won't be so bad if it gets me free smoothies," he said with a wide smile before walking off.

Kevin rolled his eyes, but whether he admitted it or not, he was glad to see that Tennyson wasn't looking so depressed anymore.

On his way over, Ben saw two familiar faces standing next to the window. J.T. and Cash. The Tweedledum and Tweedledee of school. Both of them smirked at him, and Ben only rolled his eyes. He forgot the last time he saw these two idiots, and he honestly didn't care enough to remember. They had gone to different schools after they got out of elementary.

The fact that he wasn't paying for the smoothies had lifted his spirits, and he turned back around with the tray in hand. A sharp inhale showed him that his sense of smell hadn't changed. Thank goodness for small favors.

"Nectarine smoothies for every... hey!" Ben cut himself off as the tray was pushed towards his. The laughing from J.T and Cash made his good mood immediately change to irritation. "Figures."

Since the ID Mask only changed appearances and not anything else, it felt like his body was covered in sticky smoothies. And that, quite honestly, was not a very pleasant feeling.

"Look J.T. Looks like someone had an accident," Cash said with a smirk. Ben narrowed his eyes before grabbing him by the collar. "Hey!"

"You're paying for those smoothies, or you're the one who's going to have a messy accident. And I'm not talking about smoothies," Ben said as he glared at Cash. J.T. moved to interfere, but Ben kept him in his corner with a glare. _"Now._ I'm not in a good mood."

"I don't have any money," Cash said with his hands raised in surrender. Ben only shook his head in disgust before letting Cash go, pushing him back into J.T.. Did he seriously think he was stupid?

"You know, somehow it's not a surprise you two haven't grown up. Look around Cash. This isn't elementary school anymore. We've all grown up. But you're still the same pathetic loser who has to mess with people just to feel good about himself. If I wanted, I could pound you into the dirt without even breaking a sweat," Ben said as he got napkins from the worker. He kept eye contact with Cash the entire time he was wiping himself down. "But I'm not going to. You wanna know why?"

"Cause there's no way you've got the guts?" J.T. said with a smirk.

"Not even close," Ben said with a smirk of his own.

Moving forward, his hand deftly darted into Cash's pocket and nabbed his wallet before pulling out a twenty dollar bill. Cash looked angry as Ben threw his wallet back towards him, but it was obvious the Tennyson didn't care.

"Since I'm in a good enough mood from not having to pay for my smoothies and having extra money in my pocket, that I'm not going to add a sore head on top of that. Now get away from me before I change my mind. And if you think you can win a fight with me even with J.T. backing you, let me remind you that I'm a first degree black belt," Ben said with a challenging expression, holding the money between two fingers.

Cash did look angry enough to punch Ben, especially when he started smirking. But whatever made him decide it wasn't worth it, it got him to walk away. Ben looked pleased as he put the bill on the table while continuing to wipe himself down.

"Three more smoothies," he said brightly.

His bright smile remained as he walked back to Gwen and Kevin, who were staring at him with two different expressions. Kevin looked impressed, and Gwen looked skeptical. His little show certainly incited a lot of laughter and chatter from the other teenagers that were sitting at the tables.

"Now here are our smoothies. One for you. And you..." Ben said as he handed one off to Gwen and Kevin.

"Still want my change Tennyson," Kevin said. Without a word, Ben handed him the dollar and change from the five he was given. "Nice job back there. You showed those punks what for. I mean I would've decked them, but what you did is probably better."

"Not like they didn't deserve it," Ben said with a shrug.

"You basically robbed them," Gwen said with a pointed look.

"I call it reparations. You know how much money I'm going to have to spend on dry cleaning?" Ben said with a glint in his eye.

"You aren't even wearing clothes, technically," Gwen pointed out as they drove off.

"But they don't know that," Ben said with a smirk that could make the devil proud. The smirk reminded Gwen of Verdona, and that was a thought that didn't sit right with her.

"I guess," Gwen said hesitantly.

"Is it just me, or do these smoothies taste better than before?" Ben asked once he removed his mask and took a sip of the smoothie in his hand.

"They probably taste cause you didn't have to pay for them yourself," Kevin said.

"Yeah, that sounds about right," Ben said.

"You feeling ok, Ben?" Gwen asked.

"Never better. Why?" Ben asked.

"I don't know. You seem a little too cheerful," Gwen said.

"There's no such thing. Besides, without a body, I'm looking for more things than usual to make me happy. That just happens to be one of them," Ben said with a smile and a shrug. Gwen still looked skeptical, but Ben didn't seem to notice as he drained his smoothie.

"I hope you don't make a habit of stealing from everyone who spills a drink on you," she said.

"Well..."

"Ben..." Gwen warned, making her cousin chuckle.

"Come on Gwen. Cut him a break. Those punks started with him first, and as far as I'm concerned, they got exactly what they deserved," Kevin said, his attention still focused on the road.

"Wow Kevin. For once, I'm actually finding myself agreeing with you," Ben said with a smirk. But then he looked to his cousin with a much more sincere smile. "Don't worry. I'll be amazed if Cash tries something that again, but I'll just settle for decking him instead."

"Now we're talking," Kevin said, making both Gwen and Ben laugh.

"You're such boys," Gwen told them.

"That we are madam. That we are," Ben said, tipping an invisible hat. "Now let's go find something to do."

* * *

"You look ridiculous," Ben said, unable to stop himself from sounding amused. Gwen certainly had no qualms about laughing outright.

"I swear to you, that's exactly what it looked like," Kevin said, removing the straws from his nose.

"I really didn't need any visuals to go with it," Ben said, a laugh finally coming out of him.

"Anyway, I hope you find a good use for them. Cause those straws are definitely yours, Mr. Long Hair Nose Alien," Gwen said as she opened her cup to drink out of it.

"You sure you don't..."

"There is no amount of money you could pay me to use those straws," Gwen said with a laugh. All three teens got to their feet when they heard a crash outside. "What was that?"

"Kevin... didn't you park just outside?" Ben asked, his gaze focused on the window.

"Yeah, why..." He cut himself off when he saw his car was no longer there. "Oh, _hell_ no."

Kevin immediately stood to his feet and ran outside, Gwen and Ben behind him as they ran to catch up.

"What idiot was dumb enough to mess with Kevin's car?" Ben asked.

"Don't know. But knowing him, they aren't getting off easy," Gwen said as they approached the steep hill at the end.

"HEY!" Kevin bellowed, looking down the hill and saw that J.T. and Cash were next to his car. Ben had a hard time refraining from rolling his eyes. Of course. _These_ idiots.

"Let's get them," Ben said as the three of them started making their way down the hill. But the head start J.T. and Cash had helped them escape into the woods.

"They're gone," Gwen said.

"I swear, if I get my hands on those twerps, they are dead," Kevin growled as looked at his car.

"How bad is it?" Gwen asked.

"Think they messed up my trunk," Kevin said before trying to close it. The trunk immediately popped back open. "Figures. That's coming out of their wallets."

"Sad to say, there wasn't much more in it," Ben told him.

"Then they'll pay for it out of their hides," the older teen said with a scowl. "I oughta take you both back to your houses. I'm not leaving my garage until my ride's fixed."

"I can do you one even better," Ben said before looking to the sky and whistling hard. Kevin looked around, but nothing immediate happened.

"What was that supposed to..." Ben held up a finger, and it took a few more minutes of waiting, but a large airplane eventually flew above them. It landed a couple meters away, and shortly after, a small alien started to approach from the area the plane landed.

"Hey boy," Ben said with a grin as he rubbed the top of the alien's head.

"Ship ship!" the alien yelped excitably.

"This is your plan?" Kevin asked with a raised eyebrow.

"Just shut up and watch. Ship?" Ben asked before pointing towards Kevin's car. "Fix."

"Ship," the small alien said before crawling over to Kevin's car. Molding itself into the car, the vehicle suddenly bounced up a few inches before Ship detached himself from it. Kevin walked over to his car, and was surprised to see the trunk close all the way. And there wasn't a scratch or dent on it.

"Good boy Ship," Ben said with a smile.

"Ship," he said before leaping up into Ben's arms.

"You still look after him?" Gwen questioned, eyeing the small alien.

"Ship kind of does his own thing, but he does come when I call," Ben said, stroking the top of the alien's head. "Other than that, he tinkers with technology and shows me what he learns."

"And he hasn't been causing any serious trouble?" Gwen asked.

"Honestly, the most he's done is give some unsuspecting cleaning lady a heart attack," Ben said with a laugh. "I think he'll be ok."

"He's good. Not a scratch on it," Kevin said in a satisfied tone. "Thanks Tennyson."

"Don't thank me. Thank Ship," Ben said, holding the alien out.

"Uh, yeah. Thanks," Kevin said before getting in the driver's seat. "Now come on before you walk back."

"Make sure to take that with you," Ben told Ship, nodding towards the plane.

The smaller alien nodded back before quickly bouncing over the airplane he used to get over here and took to the skies. It took Ben a moment to realize that Ship took off without the airplane getting any speed first.

* * *

"Who is that?" Gwen asked, hearing a knock at the door.

The two of them were in Ben's backyard getting ready to practice. But rather than practicing karate, they were going to test Ben's powers to see what he could do.

"My parents would've just opened the door. Kevin would've busted the lock already. Answer is no one important," Ben said before raising a glowing hand. "Now come on. Let's get started."

"It might be a better idea for you to actually check who's there," Gwen told him. Ben opened his mouth to argue, but she beat him to it. "Have to do what I say if you want my help, remember?"

"Damn, I did agree to that," Ben said before putting the ID Mask back on. Gwen couldn't help but grin at the annoyed look he shot her with before walking off.

The disguised Tennyson walked to the front door and opened it without even looking through the peephole. J.T. was the person behind it, causing Ben's good mood to drop significantly.

"Why are you here?" he asked through gritted teeth, balling J.T.'s shirt in his fist.

"I... I gotta warn you. Something's wrong with Cash," the nervous teen told him.

"Something's always been wrong with Cash. Your point?" Ben asked.

"I'm serious. He's looking for you. Look, you gotta find somewhere to hide," J.T. said.

"I don't hide from anyone. Least of all Cash. Those days are over," Ben said. If it wasn't for the ID Mask, Ben's eyes would've been glowing bright enough to blind someone. "Where is he?"

"Abandoned mannequin factory. We hang there sometimes. Ok, all the time," J.T. said quickly, making Ben let him go.

"Looks like I know where me and Kevin are going," Ben said before a cough in the background made him have to rectify his statement. "Well, maybe not now."

"Better. Now finish up out there," Gwen said, catching J.T.'s attention.

He looked in and saw the girl leaning against a wall, tapping her foot on the floor with her arms crossed. Not long after, he felt Ben let his shirt go.

"Just be glad I'm too busy to deal with you. And if you see Cash, tell him to come visit me himself if he wants my attention," he said before closing the door in J.T's face.

"I remember when you and J.T. used to eat paste together," Gwen said, making Ben snort.

"Yeah. Then Cash came along, and now I can't stand either one of them," he said.

"Let's get our minds off of those idiots right. Let's get back to what I came here for in the first place," Gwen said before the both of them went to the backyard again.

Ben removed the ID mask from his face, and stretched his arms out like he was just waking up from a long nap.

"I hate wearing that thing," he said before setting the ID Mask down.

"I've been meaning to ask..." Gwen started slowly. "Have you had a chance to talk with Aunt Sandra and Uncle Carl about this?"

"I've been avoiding it. Dad's reaction will probably be manageable, but mom will more than likely fuss about how it's some tragedy and that Verdona's the devil. It's all stuff I really don't feel like hearing," Ben said with a frown on his face.

"You'll have to talk with them about it at some point," Gwen reminded him.

"I know. But that time isn't now. How do you pull off those steps when you need to get higher?" Ben asked, quickly changing the subject.

"Why would you need to learn that? You can just fly, can't you?" Gwen asked, remembering when Ben flew off the night he lost his body.

"That was actually a complete accident," he said, awkwardly rubbing the back of his head.

"You _accidentally_ flew all the way to Mister Smoothy?" Gwen asked in a skeptical tone.

"I was upset at Verdona for doing what she did. Those kind of emotions can apparently fuel an Anodite's power. Then I just wanted to get away from the area so I didn't do something I would probably regret. So... I started flying," Ben explained before sitting down with a shrug. "You ever accidentally do something just because you were upset?"

"Turn into my Anodite form for a moment," Gwen said immediately, remembering the night clearly. "And other things, but those pale in comparison. If the circumstances weren't so bad, it'd be pretty cool. And when we touched, we were..."

"Sharing each other's power," Ben finished before grabbing Gwen's hand.

If the power surge was small when Ben still had his human body, it was positively minuscule compared to this. Gwen's hands started to glow a bright pink while the mana on Ben's head started to expand into multiple tendrils like the other night. Even the way it felt changed. It was now more of a tingling sensation as opposed to the warming feeling from before.

"That is useful," Gwen said, watching Ben pick up a lawn chair with one tendril. He tossed in the air and caught it with a different one. "Can you only do that when I'm boosting you?"

"The multiple tendrils like that? I don't think so. But when you are, I think they're stronger. You can probably do a lot more with your powers as well. This whole sharing power thing seems mutually exclusive," Ben said thoughtfully, making Gwen nod.

"That definitely makes sense. After..." Gwen's expression suddenly soured, but it disappeared as quickly as it came. "From what we've seen, an Anodite's physical capabilities increase along with their powers when they absorb mana. Not to mention you'd benefit from studying my spell book just like I do."

"It's like learning the Omnitrix all over again," Ben said, blowing out a puff of breath.

"Except this I can help you with. Not to mention it'll help you with your life long friend. Studying!" Gwen said with a wide grin. She had to hold back a laugh at her cousin's unamused expression.

"Well, it's cooler than school, so there's that," Ben said with a shrug. "So Sensei Gwen, what else can you teach me?"

"Ooh. Sensei Gwen. I like that," Gwen said with a grin that made Ben roll his eyes. "What do you know you can do?"

"This," Ben said as his left hand glowed green. Then he fired a green beam of energy in the air, its speed flying as quick as any other laser blast.

"That's not bad at all," Gwen complimented. Ben smiled proudly at the statement.

"I can fire them a lot faster too," he said before raising both hands to the air and firing off mana bolts at a semi-automatic gun speed. Ben looked at his glowing hands with a laugh. "I'm gonna enjoy this."

"How about you learn some defense before you go trying to test your abilities on an actual threat?" Gwen reminded him.

"Right. Shields. That's also important," Ben said with a nod.

Gwen almost thought he meant it until she saw the glint in his eyes. Ben seemed a lot... playful since he became an Anodite. If Verdona's behavior was any indication of natural Anodite behavior, she was going to have to keep a close eye on him.

"Uh-huh. If you want to make a simple shield, just think of a glass screen," Gwen said before pulling up her basic shield. "It's quick and you don't have to put that much energy into it, but it's good for blocking a lot of basic stuff."

"Forever Knight lasers, DNAlien goop. Stuff like that, right?" Ben asked.

"Exactly. It's also the basis of the stairs I use to get up higher. Just with a lot less energy, smaller, and projected to lie down instead of stretch out in front of me," Gwen said, side-by-side comparing both the shield and the steps.

"And I also noticed you still keep your hands out behind it while it's being hit. Is that to maintain it better?" Ben asked, creating a shield similar to hers in front of him. The question made Gwen smile.

"Good observation. And you're right. Your shield will last longer if you're providing it with extra energy," she told him.

"And if it's also the basis for the steps..." Ben trailed as he made several steps for him to climb up on. Then a long tendril grew from his head as he jumped down, whipping the area in front of him while simultaneously coming down with a kick.

"There's potential there," Ben said with a nod.

"You sure are learning stuff fast," Gwen said.

"It's instinct. It's a lot like when I use the watch. Doing stuff like this... it's part of me, you know? So stuff comes kinda easy," Ben told her.

"Or stuff like this is just incredibly basic for Anodites," Gwen said with a frown.

"Even if it is, it's still great of you to help me. I don't care if going to Anodyne will help me reach my full capabilities. I'd rather learn from you than Verdona any day of the week," Ben said firmly, looking her dead in the eye.

"I know. But... Some part of me just wishes..." Gwen started before cutting herself off, a grim resolve replacing her momentary regret.

"I know. I wanted to go too. But the world needs us," Ben said softly.

"If only the world could help itself for once," Gwen said with a sigh. Then she shook her head to help her focus. "Next up are the more powerful shields I can make."

"The shield you used to protect us from the Null Void bomb," Ben said, and Gwen nodded tightly before raising the shield around her.

"You have to pour a good amount of energy into it to even make it happen. Concentration is also needed in order to maintain it," she told him.

"So lots of energy, and concentrate," Ben said before inhaling deeply. His hands glowing, he held his hands out as his sides and the shield immediately flared up. But it flickered out of existence after a few seconds.

"Damn," he said with a shake of the head.

"You have to focus on your power to maintain the shield. It's like... how do I explain it..." Gwen trailed, tapping a finger on one of her crossed arms. It was weird having to explain her powers to someone else. "You don't pour power from your hands like with the glass shield. It's more like you're channeling power from the center of yourself."

"'The center of myself?' What, are you a guru now?" Ben asked.

"Just shut up and concentrate," Gwen said, barely refraining from rolling her eyes.

Ben sighed before raising the shield again while trying to pull energy from 'the center of himself.' Whatever that meant. But his subsequent attempt at the shield went about as well as the first one.

So did the next twenty.

_"'The center of myself.' What's with these weird phrases?"_ Ben thought, pacing back and forth. He looked at Gwen, who was sitting on a lawn chair watching him. She gave him a sympathetic smile when he turned around.

"Not easy, is it?" she asked.

"It's like trying to find a black T-shirt in a pitch black room," Ben said, pulling up the smaller shield with nothing more than a simple hand gesture. But when he tried the bigger shield, it sputtered out of existence again. "Dammit."

"Guess that's one thing that's not just flat out easier for you being an Anodite," Gwen said.

"'Drawing energy from your center' isn't exactly very specific," Ben told her.

"Think of it like this. Imagine there's a ball of energy lying dormant in your body. It has tons of energy, but it's not easy to access. Things like that don't come without practice," Gwen explained.

"Yeah, control sounds like the biggest problem. I guess that's the main thing I should work on," Ben said before to the side and seeing his parents standing near the screen door. "Oh, crap."

"What?" Gwen questioned before her gaze followed Ben's. Her eyes widened when she saw them standing there. Carl walked back in the house while Sandra stood there like a statue.

"Oh. I should probably go then," Gwen said hesitantly.

"No, you don't. I don't think she'll get in the way," Ben said, grabbing her arm.

"Probably not, but I should. It's better that you two have this conversation sooner rather than later," she told him, gently removing his hand. "Just keep practicing what I told you, and you'll get it down."

Gwen walked towards her Aunt Sandra, who was looking at the girl like she was a complete stranger. She gave her aunt a kind, but nervous smile before slipping past her. Carl was sitting on the couch, staring at the TV while Gwen moved to walk out the door.

"One moment Gwen. I want to speak with you," Carl said, making Gwen freeze in place. She turned around before approaching him with the same nervous smile she gave her aunt.

"Hey, Uncle Carl. How's it going?" Gwen said casually before sitting down next to him.

"Please don't try and act like what we just saw back there was normal," Carl said, making Gwen drop the nervous smile before nodding.

"How much did you see?" she asked.

"Enough to see that my son is an alien just like his grandmother," Carl said, rubbing his temples. "We know it happened, but seeing him create energy shields is still a bit... jarring."

"About what you saw..." Gwen trailed.

"If you're going to apologize for teaching him, don't. I'm glad that you have his back," Carl said, making Gwen smile.

"I always do," she said. Carl mirrored her smile after that statement, but it faded after a few seconds.

"But I don't think Sandra feels the same way as me," the man said, causing Gwen's smile to immediately drop. "She loves Ben dearly, but..."

"She babies him sometimes. I know. Ben's vented to me more often than you know," Gwen said.

"She really wants to be a good mom to him. So much so, that sometimes she's hesitant to let him figure out things on his own. Especially when it's important. And with what mom did to Ben... If I know Sandra, and I'm very sure I do, she thinks Ben will eventually find this whole situation a good thing," Carl explained.

"How..."

"We both heard the main reason why you didn't want to go. That the only reason you didn't was because of friends and family. The simplicity of a normal life. Well, now Ben doesn't have a human body anymore. How is he supposed to live his life now? What good are those reasons that kept him here now that he can't even enjoy them to the fullest now?" Carl explained, staring straight ahead.

Gwen looked at her uncle, surprised to hear him sound so despondent. This showed that, to some extent, he agreed with that assessment. And if there was the slightest chance that she was right, they probably wouldn't see him ever again. Which was definitely a reason to be worried.

"We've worked on that. We helped Ben find a way to look like himself," Gwen said.

"Oh?" Carl asked, perking up at this bit of news.

"We got our hands on an alien mask. It lets Ben look like himself as long as it stays on his face," Gwen said.

"That sounds good," Carl said with a nod.

"He hates wearing it though," Gwen said, making the older man shake his head with a sigh.

"I imagine he would. I know I wouldn't want to have to wear a mask just to look like myself. But if there's no other option..." Carl trailed.

"Not one that wouldn't involve Ben leaving for who knows how long. It's something that only trained Anodites know how to do. I don't know how," Gwen admitted.

"And there's no way you can find out?" Carl asked.

"No. None of the texts I have explain Anodite abilities. The only things I know how to do that involve my Anodite powers are due to practice," Gwen said with a shake of the head.

"But you can help him control his powers?" Carl asked.

"Yes. And thank God I can get him to listen to me better than his teachers. Otherwise, this would be difficult," Gwen said with a smile, making Carl chuckle.

"I don't think most teachers can teach him how to shoot energy beams out of his hands," he said with a smirk.

"I don't think he'd complain to me about school if that was the case," she said while smiling broadly.

* * *

As soon as Gwen passed her, Sandra closed the screen door while looking dead at her son.

Ben was very uncomfortable. He didn't know what his mom was going to say after watching him trying and failing to maintain an energy barrier. It was, after all, only two days since his new makeover.

"I thought you and dad were out," Ben started.

"My wallet wasn't in my purse. So we came back for it," Sandra said, eventually reaching Ben and putting a hand on one of his cheeks. "Ben... I'm..."

"It's ok. It's honestly not as bad as it looks," Ben said with a small smile, grabbing ahold of his mother's hand. Thankfully, there were no energy transfers with her.

"Have you looked in the mirror, Ben?" Sandra questioned, flabbergasted that he would even say that. "You're..."

"Purple. Yeah. I look like taffy with arms and legs," Ben said, his smile widening.

"You're making jokes?" Sandra questioned, her tone full of disapproval. Ben's smile disappeared quicker than a doused campfire.

"It's better than bumming out over it and doing nothing. That's not going to solve anything," he said, his tone far more firm.

"You haven't stayed for long these past two days. If you stayed at all," Sandra said, her expression falling.

"I needed the time to prepare," Ben said.

"For what?" Sandra asked.

"To blend in. And for this conversation," Ben said before sitting on the bench. Sandra noticed how tired he sounded. "I knew you were going to want to talk about it."

"Of course I want to talk about it! Look at you! You're..." Sandra trailed, looking for the right word.

"An Anodite. An alien. An energy being. You can even call me a night light if you want," Ben said before grinning broadly. "But it would take more than a few bucks to buy me though."

"Are you taking this seriously Ben?" Sandra asked.

"I've been taking this seriously ever since it happened. I think I'm allowed to make jokes at my own expense. Because I need to make myself feel better about the situation before you start freaking out," Ben said. His expression was suddenly sharp enough to cut glass.

"I'm not..." Sandra cut herself when her voice unwillingly rose. She lowered it before speaking. "I am _not_ freaking out about the situation. Ben, something has to be done about this."

"It's ok. I've got it covered," Ben said, grabbing the ID Mask with a quick tendril from his head. He put the mask on his face, and he looked like human Ben Tennyson. "Ta-da."

"Where did you..."

"I told you. I haven't spent the last two days just joking about the situation. There were ways to help fix it, and I was able to find one. With help, of course. I hate wearing the thing, but at least I can go out in public without wanting to someone to call the military on me," Ben explained calmly.

"That's... that's good," Sandra said with a relieved smile. "And as for your... other side?"

"I'll keep meeting with Gwen to help control it better," Ben said, making Sandra's smile drop.

"Do you really need to?" she asked.

"I don't know if I _need_ to, but I most certainly want to. After all, I can't just throw on this mask and lock my Anodite side away. After all, while I may _look_ human, I'm still an Anodite. I want to be free. I want to be who I am," Ben said, removing the ID Mask.

There was no other words for it. Being an Anodite was like the embodiment of pure freedom. And wearing a mask that he didn't want to wear felt like being locked up in a jail cell.

"But you don't have to..."

"But I _do._ I _am_ an Anodite now. Not human, even though I can look like it. I'm going to miss some things about being human, but I am who I am. And as much as I hate the circumstances of which it happened, it _does_ feel wonderful," Ben said, holding his arms out at his side as if embracing the world. Sandra almost wished he didn't look so happy about the situation.

"It's something you have to experience to understand, but you just feel so _free,"_ he continued with a soft smile. "Like there's no limit to what you can do and nothing can hold you back. And you feel the mana that's in every living thing around you. It's pretty amazing."

"You seem to have taken to this pretty well," Sandra pointed out.

"I can adapt to situations pretty well. Plus, as much I hate to admit it, Verdona was right about one thing," he said sourly, making Sandra reel back in shock.

"What part?" she asked.

"If she had never done this and willingly let me walk away, there was a chance I never would've known what this would be like. At least Gwen had some idea of what she was for years," Ben explained, looking at his hands. "Something about being able to do what I can do now... it's liberating in a way.

"But it it really worth it?" Sandra asked.

"It sort of is," Ben admitted. "Again, I wish the circumstances had been different. Yet it was something I think I needed."

"What about school? Future jobs? Relationships? You can't expect to wear that mask the entire time," Sandra said.

"Well, I'll certainly have to if it comes down to it," Ben told her.

"That's no way to live," Sandra told her son.

"It's how things have to be," Ben said, looking to the sky.

"That's not fair to you. Everything will change," Sandra said, sitting on the bench putting a hand on his shoulder.

"I stopped believing in fair a long time ago. Plus I know more than anyone how different things will be. Just... don't worry about it," Ben assured his mother.

"I'm your mother. Of course I'm going to worry about you," Sandra said.

"Is that why you didn't want me to go Anodyne?" Ben asked as he detached himself from his mother's hug. His expression seemed more curious than angry. "Back when Verdona initially asked us, I mean."

"Your grandmother had basically said she was going to take you away from all of us. To a far away planet where we wouldn't be able to follow. I felt as if I just let you walk away, I'd probably never see you again," Sandra admitted.

"I would've visited," Ben told her.

"Maybe, but it still wouldn't have been the same. I know Gwen's parents were willing to let her make her own decision, but... I know I just couldn't let you walk away. Even though Verdona was right. It wasn't my decision," Sandra said, looking slightly bitter.

"Well... I'm still here. And I don't plan on going anywhere," Ben said with a smile. The statement comforted Sandra a lot.

* * *

"I can't believe you ordered that," Kevin said, looking at Ben's smoothie with an expression of disgust.

"Don't knock it till you try it," Ben said, happily sipping the smoothie.

The three of them were in Kevin's car, which was parked right outside Mr. Smoothy. Kevin had the windows tinted so no one would be able to see Ben without the ID Mask on. That would raise more than a few questions.

Kevin had passed it off as no big deal, saying he wanted to do it anyway. But Ben and Gwen knew better. It made them smile, knowing Kevin was looking out for Ben. Both of them were well aware the Osmosian didn't make alterations to his car liberally.

"Who in their right mind would try chili pepper and blueberry?" Kevin asked, sounding flabbergasted at the idea. "Oh, right! You!"

"I like it," Ben said with a shrug.

"It smells like someone put hot sauce in a fruit smoothie," Gwen said, looking at the cup with a raised eyebrow.

"And?" Ben said after taking a sip.

"Just don't talk too close to me," Gwen said, waving a hand in the air.

Before Ben could retort, a loud crash caught their attention. Coming out of a building was... the Techadon?

"Wait..." Ben trailed, leaning forward.

"Is that Cash?" Gwen questioned, seeing the teen in the suit.

"Oh, this is too good!" Kevin said, quickly hopping out of his car and absorbing the ground. "Get to save the day _and_ beat him down at the same time. This day's gonna be good!"

"Let's focus on making sure he doesn't hurt anyone first," Gwen said, noticing two teenagers tripping before they were able to get away from Cash.

"You both were sure laughing a whole bunch the other day. Who's laughing now?!" Cash exclaimed as the teenagers ran away in fear.

"Stuff it, you oversized tin can," Ben said, walking forward. Cash looked at him with a confused look, tilting his head at his appearance.

"Is that you Tennyson?" he questioned.

"In the flesh. Well, maybe not flesh, but you know," Ben said with a shrug. "You gonna give up quietly?"

"Give up? When I've got this much power? No way. There's no way you can handle me now," Cash said with a grin.

"You wanna bet?" Ben asked, his hands glowing with green energy.

"Ooh, glowing hands. I'm so scared," Cash mocked.

"You can hit him now," Ben said in an annoyed tone.

Cash looked around just in time to see Kevin hit him with a punch to the side of his face that knocked him down to the ground. Immediately afterwards, Gwen cast a levitation spell on Cash and launched him to Ben with a mana blast.

Ben had already transformed into Humungousaur, and he grabbed Cash's leg before slamming him down to the ground while pinning him there with a wrestling style leg lock.

"I suggest you give up now," Humungousaur said, his expression sharp. Cash was straining with the effort to try and pry Humungousaur's large frame off his body.

"Unnnhhh... Never!" Cash exclaimed before hitting Ben with a laser blast from his hand that sent the large alien flying.

"Your funeral," Humungousaur said, rolling the the side before he got blasted with another laser.

Cash raised his hands for a second blast, but he suddenly felt a small hit where his kidneys would be. Looking to the side, he saw Kevin bringing his fist up for an uppercut, but the suit gave Cash some quick reflexes.

Grabbing Kevin's arm, he punched the Osmosian down to the ground before throwing him to Gwen, who was just about to toss more mana discs at him. Instead she was forced to abandon that idea and catch Kevin with a mana cushion before he slammed into her.

Looking where to where Humungousaur was, Cash saw the gigantic alien was already on his feet and charging towards him. He barely raised his hands in time to fight against the Ben. In matters of strength, Techadons couldn't beat Vaxasaurians. His hand couldn't even grip Humungousaur's one, let alone struggle against it effectively.

"You sure you want to do this?" Humungousaur asked, driving the robotic teen to his knees with his strength. The suit was also being destroyed in the process of him struggling.

"I... No, I don't," Cash admitted.

"Then stop!" Humungousaur exclaimed.

"I can't! The machine wants to fight! Look!" Cash said, making Ben look down. The cracks that were there before were already gone. "It's fixing itself already!"

"Anyone got a can opener?" Kevin asked, walking closer to them.

"You put the thing on. You're the one who has to take it off," Humungousaur told him.

"I..."

"Yes, you can. You just can't be be spineless for once. I let no one enforce their will over mine! Don't let some machine impose its will upon yours! Unless you want _this_ to be your life," Humungousaur said, being dangerously blunt with him. He honestly didn't know if it was going to work.

But he had hope when he saw the suit started to glow a bright red, giving him reason to let go. After a moment, the suit receded back into the simple hand it was once before. With an effortless pull, Been took the thing off his hand, and crushed it by closing his hand tightly.

"Good riddance, you stupid thing," Humungousaur said before hitting the dial on his chest and turning back into his Anodite form again.

Cash was looking dead at him when when he turned around. The Anodite's eyes narrowed in suspicion before Kevin walked up to Cash and hovered over him threateningly.

"You won't tell anyone what you saw here, got it?" he said, his tone leaving no room for arguments.

"No. I won't. I owe Tennyson one," Cash said, looking to the teen. Ben only nodded as Cash walked off.

"Surprised you didn't hit him," he said.

"Eh. I'll do it on a day he doesn't get possessed by a stupid robot," Kevin said with a shrug. "Now what?"

"Another smoothie?" Ben suggested.

* * *

A/N: That whole conversation with Sandra was initially supposed to devolve in an argument, but it never came together in a way that would make sense. So I just scrapped the idea completely. Hope you enjoyed.


	9. Chapter 9 - Broken Bridges

A/N: For once, this isn't a chapter that's based on anything from canon. Yay for originality. This is a chapter I'm using to introduce more Anodite related stuff. Plus this is the chapter where Verdona comes back, so that's nice.

* * *

"There it is!" Ben exclaimed with a grin, raising the shield around his body.

Instead of practicing in Ben's backyard this time, they had to resort to an old gym. It wasn't ideal, considering there was plenty of stuff in the way, but their parents deemed it better than the backyard where anyone could peek over and see them. Neither of them could argue with that point.

"Yes, like that. Bigger than expected though," Gwen said, making Ben smirk. "Nope. Don't say it. Even then, what she?"

"Shut up," he said with a laugh as Gwen smirked back at him. "Still, I got the shield up. I'm happy."

"You got it down faster than I did," she said.

"I think it would've been sad if I didn't, considering I had your help _and_ I'm in my actual Anodite body," Ben reminded her. "Never mind about that. An extra shield will go a long way in protecting us from stuff."

"It'd probably take a nuke to get us if we stack our shields on top of each other," Gwen said.

"Probably," Ben said with a shrug before frowning thoughtfully. "There's been an idea on my mind, and I'm not entirely sure if it would work or not."

"Well, what is it?" Gwen asked.

"These shields... do you think it's possible to make them offensive based?" Ben asked, making Gwen look at him curiously.

"Offensive based?" she asked.

"Less about protection, and more about hurting. It'll act as an energy field," Ben mulled over. "Imagine how useful it'd be if you get grabbed or something lunges at you and you can just repel them with a quick barrier."

"That's a good idea. Couldn't hurt to try," Gwen said with a nod. "As we've recently learned, there's more to an Anodite's powers than shields, discs, and spells."

"If it works like I think, it'll not only hurt anything or anyone that touches it, but evaporate low damage projectiles," Ben said thoughtfully.

"'Low damage projectiles?' Someone got the idea from a video game," Gwen said with a laugh.

"Hey, it's still possible," Ben defended with a point in her direction.

"I said it was a good idea, didn't I? Something like that would be very useful," Gwen said.

"Shield on the inside, energy barrier on the outside. Shield protects you while anything that tries to jump on you gets fried," Ben said.

"Do you know how hard that'll be to even learn, much less maintain?" Gwen said with a raised brow, leaning against the wall.

"Well, we can figure it out together. Two heads are better than one," Ben told her.

"I guess we better get started then," Gwen said, cracking her knuckles.

"And I can help with that," a familiar voice said, making Ben go completely still.

Gwen was the first to one turn around to see Verdona floating above them, a small smile donning her face. Only Gwen was doing anything but smiling, and the expression on Ben's face was frigid enough to make icebergs seem warm in comparison.

"What are you doing here?" Gwen said in a deadly tone, her hands glowing as she prepared for another fight.

"As I said before, I can help with your endeavor. That is, of course, if you don't want to learn it yourself," Verdona said.

"Of course we want to learn it ourselves. That's the whole point of us wanting to practice the idea. To see if it's possible," Gwen said, her hands balling into fists.

"Of course it's possible. Difficult for beginners given how hard it is to energize mana, but it is entirely possible," Verdona said before raising a glowing hand.

But it was unlike the mana that Gwen had on her hands right now. The pink glow that surrounded Verdona's hands was like an orb with electricity cracking in it. Powerful, untamed energy that was waiting to be used.

"That's exactly what I mean," Ben said, glancing at Gwen while keeping an eye on Verdona and his hand hovered over the Omnitrix. Verdona was not going to do her what she did to him.

"Only you were thinking of an idea on a much larger scale. Running before walking," Verdona told him. "Supercharging mana like that takes disciplinary control of your mana. And that happens usually happens with age."

"Usually?" Gwen asked, curiosity getting the better of her.

"Think of the source of your power as a core. A core that you only have limited access to at the moment, but get more control over as you become more skilled with your abilities," Verdona summed up.

"I've done that," Gwen said in an unimpressed tone.

"Not fully. That shield uses so little energy from your core, it may as well have be nothing. It's like stealing a drop of water from an entire river. So your core gives you limited control because what you ask for is so incredibly little," Verdona explained. "Nevertheless, it is impressive that you can access a small bit of it."

"Then why not master it completely?" Ben asked.

"The average time it takes for an Anodite to master their powers is seventy five years. The shortest time it's ever taken an Anodite to master their powers was sixty eight years, and that in itself was an extraordinary feat," Verdona said, having Gwen and Ben's full attention. "But there is an immense amount of danger in accessing your core without mastering every aspect of your abilities."

"Which is..." Ben trailed.

"If you were to try and access your full power without mastering control over it first, you would be overwhelmed by its energy. And as a result, you would lose all sense of self. You wouldn't remember anything. Who you are. Your family. Your friends. All you would know is the power you wield, your purpose for using that power, and nothing else," Verdona explained in a quiet tone.

Ben and Gwen looked at each other, their eyes wide at that explanation. The implications of that were horrifying. Trying to access the all of an Anodite's power seemed like a great idea before. And Gwen wanted to help Ben eventually achieve it if they could.

But from what Verdona was saying, it would've resulted in him losing everything that made him who he was. Everything and everyone he had ever known would be wiped from memory; as if he was never Ben 10.

Suddenly testing how far their abilities could go on their own seemed like the worst idea ever.

"Why didn't..." Gwen started, but quickly stopped herself.

She knew exactly why Verdona didn't tell them about that risk. After all, she was the one who told the older woman to leave and never come back. For Ben's sake and her own, she was actually glad she did. It didn't exactly make up for destroying his body in the first place, but it was at least the right thing to do.

"I knew you would need a while before allowing me to explain, but it needed to be said once I saw that you were teaching Benjamin how to try and access his core. That leads to a dangerous road. And you need to know this. Both of you," Verdona said. Her tone was serious in a way that seemed very unlike her.

"If there is ever a moment when you are angry... so angry that you feel as if your senses are overwhelmed and that you are willing to do anything in order to achieve your goal... don't. Otherwise you will go down a path you will never recover from."

Ben sat down on the ground, his legs suddenly losing their strength. As much as he hated to admit it, trying to master his powers without Verdona was a big mistake. He was just about to try and do something that would eventually lead to him forgetting everything and everyone he's ever known. And it sounded like Gwen was at the same risk he was. Because as they recently learned, Gwen having a human body didn't mean anything if she was angry enough.

"Thankfully, the both of you decided to start off with small things," Verdona said, snapping both cousins' away from their thoughts.

"Small?" Gwen questioned.

"Yes. Barriers like that would hardly tax an Anodite. Even one with basic core control. Use your core within limits like those, and you'll be perfectly fine," Verdona said.

"Verdona..."

"You don't have to say anything. It's the least I can do. Besides, I can hardly blame you for wanting to stay with everything you've known all your life. Now... you still want that lesson or not?" Verdona offered kindly.

Gwen and Ben looked at each other, both of them wondering if they should accept the offer. Ben, who now realized that this was more dangerous than they thought, nodded. He didn't have to like it, but it was probably necessary. After some hesitation, Gwen nodded as well.

"Excellent. Before attempting what you were practicing, let me show you something simple, but useful," Verdona said before absorbing mana out of a small patch of grass. "Simply absorbing mana out of living things makes everything you do more effective and powerful. Strength, flying speed, and of course, the power of your mana."

"Sounds useful," Ben said plainly.

"Yes. It is. You can even absorb mana from other living beings, but I would suggest not doing that," Verdona said before restoring the grass to its original state. "Obviously, you cannot absorb mana from things that are dead or non-organic."

"Obvious is right," Gwen said, trying not to snap. She may have been learning a lot, but that didn't mean she forgave Verdona. Given how guarded Ben's expression was, he hadn't either. But if the elder Anodite noticed their tension, she didn't voice it.

"Now draw mana from the trees and attempt your barrier," Verdona said, gesturing to the trees on either side of them.

Ben held a hand out towards his tree, and Gwen did the same towards hers. Ben, being in his base Anodite form, could easily sense the mana in the trees. It was something that was as natural as breathing. Gwen had to concentrate a little bit more, but she could feel it lying dormant as well.

With a pull of his fingers, the pink mana came out of the tree and floated towards Ben. But the mana immediately turned green when his body started to absorb it.

"Interesting. Mana is naturally colored pink, but yours is green," Verdona said, looking at Ben curiously.

"Probably because of the watch," he said as his hands lit up with green energy.

"Hmm... Benjamin, test something for me," Verdona said, looking at the Omnitrix thoughtfully.

"I thought we were learning this barrier," Ben said, raising an eyebrow.

"You are, but this is something you might want to know the answer to. Use the Omnitrix and transform. Use anything," Verdona said, making Ben look to Gwen. The puzzled expression on her face showed she didn't know anything more than he did.

But nevertheless, he dialed the Omnitrix and transformed into Swampfire. Ben then looked to Verdona, who seemed to be pondering his transformation.

"When you use the Omnitrix, you retain your regular mind. Your body's capabilities change due to you being an alien, but you are overall the same, correct?" she asked.

"Um, yeah? What's the point of this?" Swampfire asked.

"Humor me. Attempt to raise a shield," Verdona said.

"This alien can't do that. At least one that's not made out of plants," Swampfire told her.

"I know that. I mean a shield made of mana," Verdona clarified.

"Are you suggesting Ben can use his powers while transformed?" Gwen asked, locking eyes with Ben. Neither of them had thought about that being a possibility.

"Yes. Turning into an alien shouldn't change the fact that he is still an Anodite. Since Anodites do not have DNA, I can only guess that the genetic material we do have is altered so he can transform. Similar to how Gwendolyn having a human body does not stop her from using her abilities. Now Benjamin, if you will..." Verdona trailed.

Ben swiped his hand horizontally, and was amazed to see the glass shield Gwen taught him spring up instantly. Not only that, but a quick check showed him that he was still able to fully use fire. And his manipulation over plant life likely hadn't changed either.

"Does this mean all my aliens can do this? Big Chill, Chromastone, Humungousaur..." Swampfire trailed, looking at his hands.

"Possibly. Though any of your aliens that have the power of duplication may not be able to do so. If you can, the power differential will more than likely split. Even more than it would if residing in a body that isn't your natural one," Verdona explained.

"Makes sense. That's..." Gwen trailed.

"Way too good," Swampfire said, a smile finally donning his face.

"Like your cousin, you'll be limited in your abilities while transformed. But you'll be capable of the basics. Or what is considered basic with your current skill level," Verdona said.

"So the more I stretch out my powers..."

"The more you'll be capable of while transformed," Gwen finished before Ben transformed back into his Anodite form.

"How did you know?" he asked his grandmother.

"I had a feeling the Omnitrix couldn't completely suppress an Anodite's powers. But the test was more about to see if your transformations limited your powers at all like they did while you were human, and it seems that they do. Just not as severely as before. That can act as a safety net if you are ever in danger of losing control. Provided you can find the will to think straight during the situation," Verdona explained.

What no one knew is that the Omnitrix had just stored that bit of information away, the symbol growing brighter briefly before dimming down to its normal shade.

"I'll keep that in mind," Ben said.

"See to it that you do. Now, to supercharge mana, focus on the mana you're manipulating," Verdona said as Ben and Gwen closed their eyes to concentrate. "Now imagine it changing form the way your imagined it. And then give it shape."

Both cousins gave each other a nod before starting to channel mana through their bodies.

Needlessly to say, it was much harder to do than Verdona made it sound. Which sounded about right, considering they were changing the form of their mana. There was no chance that it was a beginner level technique.

"Imagining it isn't enough. You have to make it happen," Verdona said as Gwen failed in her barrier again. The redhead huffed a lock of hair back into place before looking to her grandmother with a glare.

"What do you think I'm trying to do?" Gwen questioned testily.

"I don't think she means literally," Ben said, making his cousin look to him.

"Then what does she mean?" Gwen asked.

"I think it's a matter of wills. So we need to force it. Mana's natural form is like a rock buried in the ground. Immovable and sturdy," Ben said thoughtfully.

"So we need to knock that stubbornness away," Gwen said before looking Ben straight in the eye. Both of them nodded tightening their fists.

Then, the both of them raised their hands, and a barrier raised exactly how Ben imagined it. Much more powerful than they expected, thanks to the mana they absorbed. But the most important thing was that it _worked._

Verdona raised her eyebrows in slight surprise at the sight. They had been here for hours, working and going over ideas together. It was the kind of determination Verdona hadn't seen on many Anodites. Maybe if she did, energizing mana wouldn't be considered an advanced technique.

"Nice job," Verdona complimented, causing Ben and Gwen to look to their grandmother. Their brief smiles of victory disappeared; Ben's expression becoming more even and Gwen's bordering on displeasure.

"Thanks for your help," Ben said without making eye contact.

Verdona's guidance was a big help. Mostly because the woman knew everything about being an Anodite, and they knew jack diddly squat. Part of him was glad for the help, and the other part was still feeling resentful that he was training under these circumstances because of her.

"I know this doesn't make up for my mistake. Not even close. But..." Verdona cut herself off as she looked behind Ben. He and Gwen turned around to see Sandra standing at the entrance, glaring at Verdona with enough anger to even make Gwen's reaction look mild in comparison.

"Why are you here?" Sandra said venomously.

"I decided to assist the kids," Verdona said, her tone even.

"I'm their ride back home. They've been out for hours, and it's getting late," Sandra said distastefully.

"That decision is theirs. I'm willing to set aside the day for them," Verdona said, crossing her arms.

"It _is_ getting late," Gwen admitted, glancing at her phone and seeing it was nearly ten.

She did want to learn more, but that meant Verdona was going to stay around even longer. And she still wasn't reassured that she wouldn't try and annihilate her body as well. Even together, she and Ben would have a hard time keeping her at bay if they could do it at all.

"If you insist," Verdona said while staring at her daughter-in-law coolly.

Sandra gestured for Ben and Gwen to walk over to her. The first teen in question put on his ID Mask so that he could look human again. Verdona hated seeing it, but knew he had no choice but to wear it. It _was_ her fault, after all.

_"And I know he hates it even more,"_ Verdona thought, her mood souring even more at the thought. An Anodite being trapped in any sense of the word was criminal.

"Stay away from them," Sandra said, glaring at Verdona once both teens were out of earshot. Or at least when she thought they were.

"You keep trying to demand something you aren't in control of deciding," Verdona said in a frigid tone. "I'm also not ignorant to the fact that whether he realizes it or not, you see Benjamin being an Anodite as a bad thing."

"You've been watching us?!" Sandra hissed at the woman.

"Of course I have. I have to make sure he doesn't make a mistake," Verdona said.

"The only mistake that Ben's ever made was taking after your side of the family," Sandra said, making Verdona close her eyes momentarily. When she opened them, the older woman suddenly stood a little taller.

"Him taking after my side is the reason is why he's all too willing to embrace who he is. Why he's not as content as you would be to pretend to be something he no longer is," Verdona said calmly.

"I'm fine with Ben being who he is. He will _always_ be my son. Alien or not. And that means I will always worry about him. Especially after some meddling grandmother destroyed his body. Which, need I remind you, makes you a complete hypocrite when you say Anodite should have free will. You destroyed his body against his wishes, remember?" Sandra said, her voice low and deadly.

Verdona closed her eyes, and Sandra was almost happy to see genuine regret cross the woman's face. But that look soon faded and it hardened into something more determined.

"I don't regret helping Ben become who he really is. I only regret the fact that I had to hurt him to do it. That I did so regardless of his position on the matter. That he thinks, and will likely continue to think that I only did it because I wanted to and not because I cared about him," the Anodite said, her voice full of both grief and power. "But I will live with it for the rest of my life if I have to. And I _will_ help him because I _do_ care about him and Gwendolyn. Regardless of what you or anyone may think."

Taking a moment to breathe, Verdona glanced past Sandra for a moment before looking back at her. The sudden intensity she was feeling had now mellowed into a steady calm; a state of mind that Verdona knew she should practice more often. It seemed to do wonders for her grandchildren. It's probably the reason she didn't have to fight them in order for her to teach them.

"In case you've forgotten, you have kids to drive back. I will take my leave," Verdona said evenly.

And then disappeared on the spot in a flash of bright pink light. Sandra growled while tightening her fists.

"Meddling, careless harpy of a woman. What Max ever saw in that woman..."

"Probably the exotic appeal," Ben said flatly, catching Sandra's attention. "Now can we go?"

"Of course Ben," Sandra said, her tone calming down. "I'm sorry you had to hear that."

"It's alright," Ben said with a shrug.

"Why are you even learning from her anyway? Wasn't Gwen supposed to be helping you?" Sandra asked.

"She knows more about being an Anodite than me or Gwen combined. That includes learning important stuff. So yes. While my emotions say that it's a very good idea to keep her on the opposite side of the galaxy from me, it_ is_ important that I do learn," Ben explained. He didn't look happy about admitting that bit of information, either.

_"Hope she heard _that_ one,"_ Sandra thought with some satisfaction before speaking aloud. "Just as long as you be careful around her. I don't trust her."

"We will," Gwen assured her.

"I can understand why," Ben said. And they just left the conversation about Verdona at that.

"You kids want something to eat?" Sandra offered, managing a smile.

"Sure. But... we'll kind of have to go to the house to eat it," Ben said.

"Why's that?" Sandra asked.

"Can't eat with the mask on," Ben said, making Sandra frown.

"So does that mean you can't eat breakfast or lunch at school?" she asked.

"I sneak outside to eat," Ben said with a nonchalant shrug.

"You never told me that," Gwen said, looking towards him.

"I thought it would've been obvious. Besides, it's not that big of a deal. Not like I talk to anyone at school anyway," Ben said.

_"No wonder he said he hates wearing that mask,"_ Sandra thought, looking at her son sadly through the rearview mirror.

"I could always sneak out during my lunch," Gwen offered.

"No way. Your school is miles away from mine. And teleporting there is out of the question. You can't even make one trip without wanting to collapse on the spot, let alone two," Ben said.

"I know that. As much as I hate to admit it," Gwen grumbled. But if she had her way, she would master it. Given how Verdona could teleport across planets easily, learning how to teleport a few miles should definitely be safe once she got the hang of it.

"I appreciate the thought, but it's not that big of a deal," Ben said.

"Did your grandma bother to try and teach you something useful? Like, how to make a body that you can eat and drink with?" Sandra asked, making both Gwen and Ben look at each other.

"We... kind of forgot to ask," Ben said slowly, making Sandra sigh. "We spent several hours trying to practice one move. So I didn't think to ask."

"I'm not judging you, Ben. Lord knows I don't understand anything about being an Anodite, but if she ever finds the 'good fortune...'" Sandra said with obvious quotations in her voice. "...to visit again, please be sure to ask her. That way you don't have to go into the woods just to eat."

"I'll try mom," Ben said. He had a familiar defeated and exasperation tone in his voice that always amused Gwen. Even though the girl in question was only grinning, Ben still elbowed her in the arm hard enough to make her rub the spot. She was still smiling.

_"At least some things don't change,"_ Sandra said with a small smile, eyeing the exchange from her mirror.

* * *

Ben was still in his thoughts even while eating. And his thoughts were entirely on what he overheard. And they just didn't make any sense to him.

_"I don't regret helping Ben become who he really is. I only regret the fact that I had to hurt him to do it. That I did so regardless of his position on the matter._ _That he thinks, and will likely continue to think that I only did it because I wanted to and not because I cared about him."_

_"If you care about me, then why would you do it? When I refused? I haven't been an Anodite for fourteen years. I could've waited longer,"_ Ben thought, biting his bottom lip. His thoughts were equal parts anger and confusion. It was maddening.

"You ok, Ben?" Sandra asked.

"I'm ok. I'm just thinking," Ben said.

"What about?" Sandra asked.

"It's about what Verdona said. What I overheard her say to you," Ben said, putting his burger down.

"Which statement? We exchanged a few words," Sandra said, her lips pursued.

"That... that she did what she did because she cared about me. Not the opposite," Ben said.

"You believe her?" Gwen asked, setting her burger down.

"What she did was not a gesture of someone who had your best interests in mind," Sandra said firmly. "You had gone your whole life without doing anything relating to being an Anodite. Gwen can do what you do with a regular body. Who's to say you weren't just a late bloomer?"

"I know, I know. It's just... when I think about it, I get confused and angry all at the same time. Now I've gotten to the point where I don't know what to think about her," Ben said, rubbing his temples. "Nothing can ever be simple."

"Simple or complicated won't change the fact that she destroyed your body regardless of you disagreeing to it. She goes on about Anodites having free will, but didn't let you have yours when she felt it suited her. That's something you can't forget," Gwen said, her jaw set angrily.

"I haven't forgotten. And I will never forget," Ben said, his mouth a thin line.

"Good," Gwen said before looking back down at her food.

"It does raise the question though. Even if she's trying to teach you is useful, do you really want to see Verdona again?" Sandra asked, making Ben look to the side. Again, Verdona's words came back to him. And despite what she had done to him, he still wasn't sure what to think.

"I don't know," Ben said honestly.

* * *

A/N: When I made this story, I knew I wanted to play around with Verdona's character a bit. We only see the woman a few times in the actual show, and I haven't really read any stories where Verdona had any particularly interesting role. Probably because a fully trained Anodite hanging around all the time would really overpowered, but I digress.

Verdona won't be in every chapter, but she'll defintiely pop in quite often. Mostly to pop in and teach Gwen and Ben stuff, but also for other reasons. You'll see them as the story progresses. That's something that I wish Verdona actually did in the show. Tell Gwen about a few Anodite powerhouse tricks to take stuff down faster. Wouldn't have taken much time, and like Ben as the series advanced, she would've gotten better.

There's also that whole 'losing your sense of self' thing I mentioned. During the Highbreed invasion, Kevin mentioned that if Gwen used all of her power without actually honing it, she wouldn't remember Ben or him. I imagine power like that would be very overwhelming to someone who doesn't know how to control it, and it would completely wipe out any trace of who they were in order to mentally adjust. Hence, Ben and Gwen using their power fully without mastering them would cause them to lose themselves.

Also, to answer the Guest's question about about the Omnitrix altering the host's DNA, Anodites have something that is very similar to genetic material. It's not DNA per say, but I would imagine it would work similarly to it. By combining alien DNA with the genetic material that's in Ben, he could still transform into his aliens. And, as mentioned, still use his Anodite powers. Albeit being somewhat limited. After all, Gwen's powers are more limited while in her human body. So the same concept applies to Ben with his aliens.

P.S., if you want an idea as to what that energized mana barrier I mentioned looks like, look up G from Street Fighter 5's V Skill. The imagery is very similar to that, only it would be green and pink for Ben and Gwen respectively as opposed to gold. I don't know why I thought of it as a trick for Anodites, but it seemed fitting that if you're going to have a shield that protects, why not a shield that hurts at the same time?

Anyway, this Author's Note gone on for long enough. Hope you enjoyed!


	10. Chapter 10 - Meeting of the Minds

A/N: Based on the X = Ben + 2" episode. I initially wasn't going to do this, but a review convinced me otherwise. So I deleted the other chapter and put this up. It'll be uploaded about the same time as this. I thought about future events that will be happening in this story, and for that to go over smoothly, this episode does need to be written out. So I'm doing it.

* * *

"There's no way in hell I'm going to an auto show," Ben said flatly, sipping his smoothie.

"Really? You plan on walking somewhere else?" Kevin said with a raised brow.

"Come on Kevin. Things like this should be a group decision. Which is why we're going to the lake, right Ben?" Gwen asked with a smile in his direction.

"Well, I didn't say that. We've been to the lake dozens of times before," Ben said with a shrug.

"Yes, but we always have fun," Gwen reminded him.

"Maybe the first few times. But there's only so many times we can go before it starts to get old," Ben said.

"Ok, Mr. Glow Stick. Where do you suggest we go?" Kevin asked sarcastically.

Before Ben could even formulate a response, the noises of teleportation entered their ears. Many frog-like aliens surrounded Kevin's car, aiming their weapons at them.

"Are you serious?" Gwen said in an exasperated tone.

"I always expect something like this when we actually want to do something normal," Ben said before taking a sip of his smoothie. "I'm giving you five seconds to put your guns down before each of you comes down with a serious case of frostbite."

His words only served to make the Incurseans click their weapons as getting ready to shoot them, and Ben only sighed.

"Weapons down," an alien said, teleporting in the middle of the group. The Incurseans immediately complied with the order. "Sorry Kevin. You know Incurseans."

"Raff!" Kevin said with a wide grin as he stepped out of his car. "How you been?"

"You know this guy?" Ben asked, stepping out of the car with Gwen right behind him.

"Yup. This is Raff: The number two guy in like forty star systems," Kevin said.

"Number two?" Gwen asked.

"He only answers to his emperor," Kevin said simply.

"Well, what do you want with us?" Ben asked.

"I initially came here looking for Kevin, but if he's with you, I guess the more help I get, the better," Raff said before looking to Kevin. "Seven-Seven snatched a little girl in the system. I really need to find her."

"Wait, Seven-Seven? Did Six-Six get an upgrade?" Ben asked.

"No. He's the same race as Six-Six, but way more dangerous," Raff explained, making Ben blink in a perplexed fashion.

"Yeah. So much so that he gets one extra number in his name," Gwen said wryly.

"Well, saving little girls and messing up a bounty hunter's business is kind of what we do. We'll help you," Ben said.

"You serious?" Kevin asked.

"You forget what occupation we're in," Ben said with a small smirk.

"People of Earth: This is Lord Emperor Milleous," a voice rang out, causing the Incurseans next to them to bow. "Your errand boy Seven-Seven has one Dekka rotation to return Princess Attea to me. Before I blow your pathetic planet to dust with the unstoppable Incursean Conquest Ray!"

"Ugh. Of course he'd tack a 'blow the planet to dust' clause on top of everything," Kevin said with a grimace.

"Then let's get started. Hand me that cloth," Ben said, looking to Raff.

"Why?" the Sylonnoid asked.

"Anodites can track people by using traces of their mana left by anything they've touched. Haven't had a chance to practice it, but I think now's a good time to try," Ben said.

"What have we got to lose?" Raff said with a shrug before handing the cloth to Ben.

The male Anodite's eyes closed momentarily in concentration before they opened, his green eyes glowing brighter than normal as the cloth floated in midair while covered in a green aura. It only lasted for a second before Ben got a location.

"Grand Madre Dam," he said before handing the cloth back to Raff. "We'd better hurry though. She's in a fight."

"That was fast," Gwen said with a smile.

"I'm getting better at this whole Anodite thing," Ben said with a wide smile before Raff teleported them away.

The moment they teleported in, everyone knew something was going on given all the commotion that was happening down below. Attea was actually doing a good job of holding back Seven-Seven, but Ben knew it wouldn't last forever.

"Get over as fast as you can," he said before jumping on the rail and making a giant leap off of it towards Seven-Seven. The bounty hunter turned just in time to see Ben hit him with a flying kick that sent him flying into a rock.

"Whoa," Attea said, catching Ben's attention.

"Your highness," Ben said with a small, almost unnoticeable bow. "Shall we make a quick getaway?"

Taking her mute nod as an "absolutely," Ben grabbed her by the waist before running towards the rock wall. Two tendrils extended out of his head, and he was able to use both tendrils to quickly ascend the wall - almost as if he was participating in some kind of pseudo mountain climbing competition.

"Did you know he could do that?" Kevin asked Gwen.

"No. I... Move!" she exclaimed, pushing Raff and Kevin away from the water that was spilling over on the road.

Ben saw the water flooding over into the street, and it was only now that he noticed that the battle between Attea and Seven-Seven ended up breaking the dam.

"This isn't good," Ben said, his hands fiddling with the Omnitrix while his tendrils continued to climb. "Come on... There's got to be something in here than can help us..."

Then he settled on a tall alien with three horns coming out of his head. Knowing that he had no options other than to give the new transformation a try, the moment he got to the top of the dam, he slammed on the Omnitrix.

Immediately, Ben felt his consciousness sort of... take a backseat in someone else's mind. There was no other explanation for it. He wasn't in full of control of his actions, but now it was like he was part of someone else's body. Unbeknownst to him, his body _was_ taking action.

"Alien X!" the Celestialsapien exclaimed, three voices spoken as one. "Seconded! Water stopping motion carried!"

And, with but a wave of his hand, the damage to the dam was reversed. As if it never happened. And in an instant, everyone was safely standing on a patch of rock. As if they were never in danger of being drowned.

"Oh, yes!" Raff exclaimed.

"Wow," Gwen said softly, unable to believe everything had happened was just... reversed.

"Man, whatever that alien is, maybe you should use him more often Tennyson," Kevin said with a grin. Though it quickly disappeared when he got no response. Verbal or physical. "Hey! Tennyson?"

"Ben?" Gwen questioned, but her cousin wasn't moving a muscle. "Oh, no."

* * *

"Who are you?" Ben asked, looking up at the faces that were floating in front of him.

"I am Serena - the voice of love and compassion," the female said.

"And I'm Bellicus - the voice of rage and aggression," the male said before turning his scowl onto Ben. "You're supposed to be the voice of reason!"

"I _am_ a reasonable person," Ben said with a scowl of his own. "Which is why I want to stop an emperor from blowing up the Earth because someone kidnapped his daughter."

"Now _that_ sounds reasonable," Bellicus said, making Ben roll his eyes.

"Somehow I'm not surprised you agree with that," he said flatly before looking to Serena, knowing she was his best shot for finding out any useful information. Or maybe he just wasn't very hopeful the other guy would tell him anything. "Ok, so you two have been fighting for a really long time because your views conflict."

"It's not just that. We don't 'fight.' We deliberate. It's something you ought to get into the habit of doing," Bellicus told him.

"Ok..." Ben trailed, trying to be patient about this. Love and compassion. Rage and aggression. Getting those views to agree on something was nigh impossible.

_"But I don't have to get both of them to agree. I just need to get one of them to,"_ Ben thought before speaking out loud. "I vote we help save the Earth from total annihilation."

"Hold it, Sparkling. That's new business. We still got the old business before you showed up," Bellicus said.

"Ok, how does it make any sense to... what did you call me?" Ben asked in a puzzled tone.

"Sparkling. It's what all of your people refer to you wet behind the ears Anodites as. You're an Anodite, ain't ya?" Bellicus said with a raised brow.

"Yeah, I am. But I've never been to Anodyne," Ben said somewhat hollowly before shaking his head. "Not the point. But why should we cover old topics first? Old topics stay old. But if we focus on the new topics and solve them now, they won't ever have to become old topics."

"He's got a point Bellicus," Serena said cheerfully.

"That he does," the grouchy personality admitted. "Put it to a vote then."

"I say we prioritize new problems over the old ones in order to effectively save time," Ben said with a raised hand.

"Seconded," Serena agreed with a smile.

"Agreed. Motion carried," Bellicus said.

Ben let out a sigh of relief. Honestly, if he wanted to argue with people in an orderly way, he would've joined his school's debate team. But he was figuring out exactly how these two worked. Maybe with a little more talking he could completely solve the problem with Seven-Seven and the Incurseans without anyone having to lift a finger. But he'd have to rely on his mouth and mind instead of fighting prowess to get that job done.

_"Guess in this case the pen is mightier than the sword,"_ Ben thought with some amusement.

"Ok. I propose we disable the Incurseans' conquest ray. Yes or no?" Ben offered.

"No!" Bellicus and Serena said at the same time.

"Why not? It's a _conquest_ ray! It's not like they use it for defending themselves. Just for blowing up whoever they feel like!" Ben exclaimed.

"Well... we haven't heard arguments yet," Serena said hesitantly, and Ben pinched the bridge of his nose in frustration.

"When we the last time you two decided on doing anything?" he asked.

"I'm not sure if there was ever a time," Bellicus said. Ben wanted a wall next to him just to bash his head against it.

"Ok. Arguments. Disabling the ray would in fact save countless lives. Now and in the future. It wouldn't hurt the Incurseans. They'd just lose a way to kill other people. I figure you of all people would agree that we shouldn't let so many people die," Ben said, looking to Serena.

"Well... are there other people who would hurt the Incurseans?" Serena asked.

"I don't know. Probably?" Ben questioned.

"Then no," Serena said, making Ben groan.

"Motion denied," Bellicus said.

_"This is going to be a long day..."_ Ben trailed mentally. Then he spoke out loud. "Can I at least see how my friends are doing? To see if they're doing ok?"

"I second that notion," Serena said.

"Motion carried," Bellicus said before a bright light resembling a portal appeared in the vast darkness.

* * *

"You're going to blow up the Earth for the actions of a bounty hunter?" Gwen questioned in a tone of disbelief.

"Of course I'm not. My daughter's still there!" Milleous exclaimed, which got Gwen to breathe a sigh of relief.

"Then... why do you have the button?" she asked.

"I'll show you," Bellicus said before pressing it. "Now put the little pretty planet up on the screen."

The TV screen that was showing Earth immediately shifted over to Pluto instead.

"That is Pluto," Kevin said flatly.

"Pretty?" Gwen questioned skeptically. "It's a barren, frozen wasteland."

Not long after she said that, a green beam swiftly flew towards the planet. And upon impact, Pluto was blasted into many different pieces.

_"Was_ a barren, frozen wasteland. And it's what'll happen to Earth if you don't find my daughter!" Bellicus said, slamming a fist on his armrest.

"Teleporting us away when we were trying to pick up her trail again doesn't really help matters," Gwen said in an annoyed tone. "We're not going to be able to find her here."

Before anyone else could say a word, a loud beep resonated before they were informed that there was a message coming from Earth. The messenger, was in fact, Seven-Seven.

The bounty hunter spoke in some kind of language that, to Gwen, sounded like he was trying to puke out a really large meatball. Kevin only made a face of disgust, but it seemed Raff was able to understand it.

"Well, I'm glad the princess is alright, but... that is one big ransom he's after," he said.

"Well, Attea _is_ royalty. Have the funds transmitted," Milleous said, raising a hand. Seven-Seven departed with a few more disgusting sounding words.

"Well, that was easy," Gwen said before turning back around towards Ben. But Kevin put a hand on her shoulder.

"It's not over yet," the Osmosian said, jerking a thumb towards the Emperor and Raff.

"When Seven-Seven delivers Attea, destroy him. Destroy the prisoners. Destroy their home world, and all is forgiven," Milleous said, making Gwen pursue her lips.

"The hell you will," she said before wrapping a mana tendril around the detonator in Raff's hands and pulled it into her hands.

"Seize the prisoners!" Raff exclaimed.

"Least I get to hit something," Kevin said, absorbing metal from his car. Then, leaping in the air, he jumped on one of the Incursean soldiers with a fist hitting his head to knock him out.

"Let's go!" Gwen exclaimed, hopping in the passenger's seat. Kevin punched the last nearby soldier into a wall before getting in the driver's seat and speeding away.

"Oh, great. Just when I thought things couldn't get any worse. Look. We'll have to continue this another time. Right now..." Ben cut himself off when slamming his Omnitrix did nothing. "What's wrong? Why can't I transform back?"

"Alien X doesn't do anything until it's been put to a vote. We've already cut you some slack cause you're new, but that's the procedure," Bellicus told him.

"Procedure? What about actually doing something that could have a positive effect?" Ben questioned.

"And that's the thing kid. How do you know know it'll have a positive effect?" Bellicus said with a raised brow. "We can do almost anything just by agreeing to do it, kid. Which is why we can't just do stuff willy nilly like you suggest we do."

"What would be bad about stopping a dictator from blowing up a planet?! It's not like I'm asking you to wipe out their entire planet!" Ben yelled in an agitated tone. "I'm asking you to stop a death beam from blowing up billions of people! And since you won't do it, I'm fully capable of doing it myself! But you _won't_ let me leave!"

"Before you arrived, Alien X was always in a deadlock. But now we have you as a tiebreaker. How could we ever let you go?" Serena said imploringly.

"Get that genius?" Bellicus interrupted before Ben could speak. "You're never changing back."

Bellicus and Serena still stayed firm on the matter, even with an Anodite flying around the place, yelling, cursing, and shooting mana beams like a trigger happy cowboy.

* * *

"You got a Plan B?" Gwen asked. Both her and Kevin were surrounded by Incurseans with Seven-Seven in front of them.

"Other than fighting our way out? No," Kevin said as Seven-Seven released Attea from her handcuffs.

"Daughter! You're safe!" Milleous exclaimed, putting his hands on his daughter's shoulder. Though dangerous growling from Seven-Seven along with aiming his weapon at the emperor had him glancing at his daughter.

"Guards!" Attea exclaimed. "Seize my father!"

Gwen and Kevin's eyes widened in surprise when the Incursean soldiers actually complied with the demand. And the fact that things had turned out this way.

"Ok. I'm lost. What's going on?" she asked. "Didn't you get kidnapped by Seven-Seven?"

"Not after I offered him double the ransom my father paid if he overthrew my father," Attea said with a satisfied smile.

"Actually, I have to respect that," Milleous said, making Gwen stare at him in a bewildered fashion.

"This is normal Incursean behavior," Kevin said before she could even say anything.

"Well, we'll let you get on with your celebration. Now that the Earth isn't in harm's way anymore," Gwen said, tossing the detonator two inches in the air and catching it before handing it over to Attea.

"I wouldn't do that," Kevin said as Attea took the detonator.

"Why not?" Gwen asked.

"It's customary for a new emperor to celebrate with a show of force. The end of your lively planet will make beautiful fireworks for my coronation," Attea said cheerfully.

"You can't be serious. Absolutely not," Gwen said, immediately snatching the detonator back. "And a female ruler is called an empress. Not an emperor."

"You pick the most interesting times to correct someone's vocabulary," Kevin said, absorbing Seven-Seven's armor before socking him in the face.

Gwen held up a hand and blocked the laser rounds heading her way. Out of the corner of her eye, she could see Attea rushing at her.

_"No time like the present to try this,"_ she thought before holding her hands out with a grunt of effort. Immediately, a protective shield appeared around her body to block the laser rounds that were still being fired at her. But on the outside, an energized mana barrier sprung up.

Attea was sent flying back painfully from the energized barrier while Kevin punched Seven-Seven into a wall. The bounty hunter flipped to recover in midair before aiming out a laser cannon at him.

"Son of a..." Kevin was cut off by the laser blast hitting him in the gut, knocking him into the wall painfully.

Gwen knocked out the Incurseans soldiers with orbs of mana. She immediately turned to Attea, and tightened her hand into a fist when the new empress stood to her feet with a smirk.

"I wouldn't do that if I were you," the girl said before looking to the side.

Gwen followed her gaze and saw that Seven-Seven was holding his laser cannon up in Kevin's face, whose armor had fallen off. And it was very doubtful the floor underneath him was strong enough to take a blast from the cannon. So she held her hands up in surrender as Attea took the detonator from her.

"This thing was formidable once," the empress said, looking at the still motionless Ben. "Throw it in the dungeon."

"I've seen enough!" Ben yelled, his temper finally snapping. "Why are we standing still doing nothing while innocent people are going to be killed?"

"Because we haven't decided anything yet," Serena said.

"We should've _decided_ to help the Earth ages ago!" Ben snapped before gesturing towards Serena. "You're supposed to be the voice of love and compassion! Is it loving and compassionate to let an entire planet die when you can easily help stop it?!"

"And you're supposed to be the voice of rage and aggression!" he continued, moving over to Bellicus. "How can you do nothing while people go unpunished for doing terrible things?! Why are the two of you so useless?!"

"Useless?!" Bellicus growled while glaring at Ben. But the Anodite definitely had a glare more intense than his did.

"We're the most powerful being in the universe. We change the very nature of space and time," Serena said calmly. Ben didn't know it was even possible, but his irritation and anger only got worse.

"Change? Change _what?!_ You don't _do_ anything! Power without purpose is pointless! The only reason I wear the Omnitrix is to help people! And I don't need to _deliberate_ in order to do that!" Ben snapped. "All of this power - All of the good you could do, and you spend it _bickering!_ Some things definitely require careful consideration, but things like this should be a no brainer!"

"If you want to really be the most powerful being in the universe, then learn how to do something I learned how to do when I was ten years old. Act when the situation calls for it. Long, careful conversation should be saved for things that could have ramifications. Ramifications that can easily be fixed if you could just agree on something and act!"

"Are you asking Alien X to change the way he's always handled things?" Bellicus asked.

"The way you've always done things have left you in a deadlock for ages! You don't think that's not a reason to change? A reason to be quicker in handling more decisive choices? And if you don't change from that, then Alien X will always be in a deadlock. And I shouldn't be held back from helping my planet because both of you were too blind or too stupid to figure that out yourselves."

There was absolute silence in the room. Serena and Bellicus looked at each other; Serena's expression sad and mournful while Bellicus looked angry and regretful at the same time. Some part of Ben felt bad, but that part was very small. A fourteen year old Anodite just dropped into their world and made his point with all the gentleness of a battering ram. But sometimes, that's what made people listen.

"Now..." Ben said calmly, looking between Serena and Bellicus. "I propose while you let me transform back while you two think about what I said. Yes or no." It wasn't phrased as a question.

"Seconded," Serena said sadly.

"Motion carried," Bellicus said, but it had none of his sarcastic or aggressive bite.

"Thank you. And... I'm sorry. But when you have power, you need to act or people will pay for it. Maybe you've never had the chance to realize that, but I have," Ben said before dialing the Omnitrix and transforming.

Everyone in the throne room was surprised when a flash of green light shone brightly, and in place of the jet black Celestialsapien, was a very angry looking Necrofriggian.

"Hello, your majesty. Shall we discuss... current affairs?" Big Chill said in a sinister tone, passing through the cage bars and freezing the entire cage solid.

Attea, for her part, was trembling in fear with her hand hovering over button. Ben eyed the device, and the angry look on his face shifted into a snarl. And on a Necrofriggian, it looked like Death himself was pissed with you.

"I suggest you put the detonator down," Big Chill said, his tone as cold as his breath.

Seven-Seven obviously didn't care for his statement, and quickly moved in front of Attea before firing a laser at Ben. The blast passed harmlessly through Ben when he turned intangible, and he immediately snapped back into tangibility.

Inhaling deeply, Ben blew a puff of ice breath that completely coated Seven-Seven's hand in ice. Then, raising a hand, he shot a green mana beam that completely shattered his hand laser. The bounty hunter screeched in a garbled scream of pain before making a noise that sounded a lot like a whimper before running off.

More Incurseans soldiers showed up and immediately started opening fire on Ben. All he had to do was turn intangible before breathing a stream of ice breath that froze them in place.

"Now then..." Big Chill was yet interrupted by one more soldier showing up behind him, but all Ben did was fly backwards through him in order to freeze him. "Can I continue my business uninterrupted, please?"

"Good timing Tennyson," Kevin said, walking up to him. Gwen had taken out more approaching Incurseans with several mana blasts that knocked them flat on their backs.

"Just wish I could've been here sooner," Big Chill said before looking towards Attea. "Now then."

Ben shot a mana tendril from his hand to grab the detonator from her hand. He immediately froze it in his hands before shattering it with a closed fist.

"No! Your planet was going to be my fireworks show!" Attea said, looking at him angrily.

"Earth is no one's fireworks. Get that fact in your head, little girl," Big Chill said, his dangerous gaze making Attea feel even smaller than she already was.

"Fun's over Attea," Milleous said, coming out of a corner.

"How many of these guys do they have?" Big Chill questioned, looking to the side as more Incursean soldiers entered the room.

"I'm proud of you Attea," Milleous said, making Ben and Gwen look at the fat Incursean with a look of disbelief. "One day you may very well dethrone me. Put her in stasis jail with her mother."

"I'm sorry, did he just say with her _mother?_ What in the hell is wrong with this planet?" Big Chill questioned before turning back to his Anodite form.

"Believe it or not, Incurseans think the same thing about Earth stuff," Kevin told him.

"Hail Lord Emperor Milleous..."

"Silence Raff! And as for you, I really should do something about you destroying my detonation device," Milleous interrupted, gesturing to Ben and the others.

"But?" Gwen asked with a raised brow.

"I wouldn't have gotten my throne back without you. And because of that, your transgression will go unpunished," Milleous said.

"And?" Ben asked with a raised brow.

"And... the Earth is spared. You may go," Milleous said dismissively before they were teleported back at Mister Smoothy.

"Ok. I need to ask the obvious question: What the hell happened to you?" Gwen asked.

"Well, as much power as Alien X has, it can't do anything without it being put to a vote," Ben told her.

"A _vote?"_ Gwen questioned as if she hadn't heard that right.

"I have to talk with two other personalities. We bring up a subject, we vote on it, and if at least one other person doesn't agree, it doesn't happen," Ben told them.

"So you have to debate with two other people to make anything happen?" Gwen asked.

"Sounds boring," Kevin said.

"It's more frustrating than anything. I had to practically scream at them in order to even convince them to let me transform back," Ben said, rubbing his temples. "Let's drop by Burger Shack. I need some chili fries."

"You have an unhealthy obsession with chili fries, you know that?" Gwen said with a raised brow.

"Unhealthy when I had a human body, maybe. Now it's just an obsession," Ben said with a grin.

"I could go for a burger," Kevin admitted.

"Same. Alright, guess we're stopping by Burger Shack. Guess we can agree on something after all," Gwen said with a shrug before they drove out of the parking lot.

* * *

A/N: Ok, I'm so glad I actually wrote this out. I realize it's way more debate heavy than in the canon, but that's because I did want Ben to try and figure out Bellicus and Serena out a bit more than he did in canon. It was only when they refused to act that he got angry.

Like I said, there was actually a purpose to me doing this for future references. But that'll come back way later. I appreciate Sliksick for leaving that review that had me rethink skipping this particular episode. And I hope you all enjoyed this chapter as well.


	11. Chapter 11 - Earth's New Plumbers

A/N: Based on the "Darkstar Rising" episode. This was initially going to be chapter 10, but I had put the Alien X episode up instead. Enjoy!

* * *

"Since when do you get tips?" Kevin asked.

"Since today, I guess," Ben said with a shrug.

"That's not how this works. You don't get tips. _I_ get tips. You got no connections," Kevin said with a frown.

"I have connections," Ben said stubbornly.

"Like who?" Kevin asked with a raised brow.

"Um... Gwen?" Ben asked, looking to her for help.

"It's true. He does know me," Gwen said with a smile.

"Thanks for the support there," Ben said with an annoyed look at his cousin.

"Reliable tip or not, we're here. We may as well check it out," Gwen suggested, creating steps for Kevin to walk up. Ben was able to make steps for himself.

Peering into the skylight, they could see a bunch of Forever Knights loading stuff into trucks. Ben removed his mask, the mana on his head extending into a tendril he could use in combat.

"Forever Knights," Kevin said distastefully, absorbing the ground beneath him.

"I call them practice if they resist," Ben said, igniting his hands with mana.

"Think you're ready?" Gwen asked.

"No time like the present to see. Forever Knights are easy to deal with," Ben said before leaping in the air, flipping, and smashing through the skylight with his foot. Kevin landed on his right in a crouch, and Gwen descended on Ben's left. "Nobody move!"

Either these batch of Forever Knights were deaf, or they didn't care that they had three superpowered teenagers interfering with their operations. Neither option seemed very likely.

"Hey! Did you guys hear us?!" Kevin exclaimed.

"I don't think so," Gwen said, putting her hand in front of one of the Forever Knights. It phased straight through it.

"Holograms," Ben said with a frown. Then he immediately tensed up. "Then this must be some sort of trap."

"Good guess," a voice said. Both Ben and Gwen lit their hands up with mana, looking towards the source of the voice. It turned out to be some frog looking alien. Wearing the same type of Plumber suit they saw Magister Labrid wear.

"Magister Galhil of the Plumbers. Magister _Prior_ Galhil. I'm the commanding officer of this entire quadrant," the Plumber said, walking towards them.

"So you're the one who sent that tip. Why send it like there's a threat if you just wanted to talk?" Ben questioned.

"Because you're all under arrest for impersonating officers of the law," Galhil said, making all three teens look at each other with a surprised look. That didn't last long, as Ben immediately looked upset. Angry, almost.

"Are you insane? Under arrest for what?" he asked, stepping forward. Galhil didn't recognize the Anodite standing in front of him, but he did glance at his wrist and see the Omnitrix.

"You looking to be Ben Tennyson or something?" Galhil asked.

"Not looking. _I am,"_ Ben said before looking down at himself briefly. "I kind of went through a big makeover."

"That's putting it mildly. You're an Anodite, son. And that's not on Plumber record," Galhil said.

"I doubt everything in the universe is. Now back to the point of wasting our time. Why are we under arrest?" Ben asked, clearly sounding impatient. Gwen and Kevin put a hand on a shoulder, but it did little to calm him. They both knew if Ben wanted to attack him, there was little they could do about it. Kevin couldn't really blame him.

"Impersonating a Plumber. We're the only law enforcement organization recognized by all signatories of the Milky Way Treaty. That makes what you've done an interstellar class felony," Galhil said.

"And maybe if you would step in when aliens invade our planet, three teenagers wouldn't need to step in and do your job," Ben said distastefully.

"You know, I prefer this Ben. Lot less quiet about calling out people's bullshit," Kevin said with a smirk.

"Not now Kevin," Gwen said impatiently. Last thing Ben needed was someone encouraging him to lose his temper.

"I _am_ doing my job, in case you haven't noticed," Galhil said. Ben took a deep breath to calm himself down. "Over the past few days, I've received several reports of you kids passing yourselves off as Plumbers."

"We don't claim to be Plumbers. But we do the job so well that we may as well be," Kevin said in a smarmy tone of voice.

"It's not in your place to try and do a Plumber's job," Galhil said, his eyes narrowing.

"Aliens are attacking our home planet. So of course we're going to fight to keep it safe," Ben said.

"I've read a number of reports on your activities. There is no evidence of significant alien activity here," Galhil said, making each teen look at each other before looking back at the Plumber.

"Do you even know what our grandpa died for?! The whole thing was about an alien plot!" Ben exclaimed.

"And there was nothing left in the rubble," Galhil said, making Ben clench his fists.

"Careful Tennyson. You're going to let his stupidity make you blow a gasket," Kevin said with a smirk.

"Or explode. Whichever happens first," Ben said, holding his forehead trying to calm down.

"Let me explain," Gwen injected quickly before the Magister could respond.

"Magister Labrid died investigating a lead on Forever Knights getting level 5 alien technology. They were coming from these creatures called DNAliens. And they're all commanded by another race of aliens known as the Highbreed. Our grandfather died to ensure the factory they were producing an alien parasite at was destroyed," she continued. "There are two Plumbers dead at everyone's feet, and you're telling me there's no evidence of alien activity? Or at the very least, activity that warrants any further investigation?"

"Max did always tend to operate off the books, so I can't be sure what actually caused his death. Though you have a point," Galhil said with a thoughtful frown. "How about this. I've assigned a new Magister to this region. He'll check in on Earth sometime in the next few months. If you have proof, present it to him and let him take care of Plumber business." Gwen was about to snap something, but Ben beat her to it.

"A few months?! In that time of us doing nothing, entire cities could be turned into DNAliens. No. No way," Ben said, his gaze resolute. The Magister's eyes narrowed, but Ben was not backing down. His eyes were shining a brighter green than usual and his stance showed he was ready to put up a fight over it.

"I'm inclined to give you kids a break. Ben, you wear the Omnitrix, so you already have special dispensation. The Galvin requested that you not be interfered with in minor matters. And the reports that I've read shown that you've never impersonated a Plumber," Galhil explained to Gwen before turning to Kevin. "But you..."

"Yeah? What?" Kevin asked, turning to the Plumber defiantly.

"You've got a record. You've done time in the Null Void for a variety of crimes," Galhil said.

"He's changed since then," Gwen said.

"He's done a lot of good helping us," Ben said, his arms crossed.

"He's been impersonating a Plumber," Galhil said, walking up to Kevin and holding out his hand. "Give me the badge you stole."

"Don't take my badge, man. Please," Kevin said in a pleading tone.

Both Gwen and Ben were surprised at his tone of voice. They were expecting Kevin to be defiant. Angry. Put up some sort of fight. Not speak in a tone like this. And Gwen nor Ben liked it in the slightest.

_"Now._ Or you're going back to the Null Void," Galhil said, his tone clearly not taking no for an answer.

"There's no way you're..." Ben started, but he was surprised when Gwen wasn't the one who stopped him. Kevin was the one to raise a hand to cut the teen off, but it was obvious he wasn't happy about it.

Without a word, Kevin took the Plumber badge out of his pocket and gave it one last look before handing it to the Magister.

"Thank you," Galhil said, deactivating the badge with a single tap. "You're free to go. But if you ever get involved in Plumber business again, I don't care what Azmuth says. You're all going to the Null Void. Even you, Ben."

_"Hit him. Just blast him one good time in the face, and make him shut up,"_ Ben thought furiously, the mana on his head starting to expand.

It took all of his patience to stand there and just let the Magister teleport away. Arguing likely would've only made him angry enough to hit the Plumber. And as satisfying at it would've been, Ben knew he would've only been making trouble. Trouble that wouldn't stop them from saving people, but trouble nonetheless.

"Do it," Gwen said, looking at Ben.

"Do what?" he asked.

"Blast something. I know you're angry enough to do it," Gwen said.

"I don't want to blast just anything. I want to blast _him._ But if it wasn't for that fact that we're supposed to be on the same side as the Plumbers and it would've caused needless trouble..." Ben trailed before managing to unclench his fists.

"I'm taking you home. C'mon," Kevin said.

Ben hated how despondent Kevin was right now. That told Ben that the Osmosian actually liked doing good for other people. And he didn't like being 'officially' shut down.

_"This isn't the end,"_ Ben thought.

* * *

"A normal smoothie?" Kevin asked, surprised that his smoothie tasted of peach mango.

"I like the turnip and wheat grass, but if you would've preferred that..." Ben trailed with a raised eyebrow.

"Nah. It's fine," Kevin said, taking another sip.

"Magister Galhil basically put us out of business. But you're not going to listen, are you?" Gwen said.

"Of course not. The three of us know what's right, and defending the Earth from aliens is a good thing. Regardless of whether we're 'interfering in Plumber business.' Ignorant jackass," Ben said, accidentally crushing his smoothie cup into something misshapen.

"He said he'd put us in the Null Void," Gwen reminded him.

"And if he tries to do that to either of you, I'll send him back to the Plumbers with missing teeth and a limp," Ben said plainly. "But even then, he said Plumbers usually never come around here. So if anyone ever shows up, we'll deal with it when it happens."

"You mean you'll deal with it by hospitalizing a Plumber," Gwen said with an arched brow.

"Not if he doesn't mess with either of you. If he focuses on me, I'm fine with that. I'll only have to knock him down," Ben said, shaking the smoothie off his hand.

"What about my badge?" Kevin asked, still leaning forward on his car.

"What about it? I mean, it sucks not having the useful functions on it, but we will be able to make do," Ben said, idly shaking the hand that was covered in smoothie. But he noticed Kevin looked mad enough to hit him out of the corner of his eye, which made him frown. "Ok, there's something you're not bringing up."

"It's nothing," Kevin said, refusing to make eye contact.

"It's obviously not nothing. And it has to do with your Plumber's badge. What, do you need it to show you've been doing good? Your actions have shown that loud and clear. Still a little bit selfish, but you wouldn't be Kevin if that wasn't the case," Ben said with a small smirk of amusement.

"It's just... Not a word I breathe leaves this area of the parking lot, got it?" Kevin said with a hard expression, making both cousins nod. His expression relaxed before he spoke. "When I was little, my mom used to tell me stories about my dad. How he was a Plumber and he did all this cool stuff."

"Your dad was a Plumber? Neither of us knew," Gwen said.

"Was that the reason you joined us? You wanted to follow in your dad's footsteps?" Ben asked.

"Mostly. Think about it. Running with you two was the best chance I had to turn my life around. Because like Galhil said, I've got a record. And who lets a troublemaker with a bad record of crimes willingly join the Plumbers?" Kevin said, his tone now sour.

"By the looks of things, it looks like we'll all be on the outside of the Plumbers' approval in a few months," Ben said, leaning back on Kevin's car.

"Yeah, and that's the part that's gonna suck. I'll never get my badge back if that happens," Kevin said, pounding the roof of his car in frustration.

"Well, look at this way. Badge or no badge, you'll still be doing good for others. The kind that your father would approve of, whether you're a Plumber or not," Gwen said, putting a comforting hand on Kevin's shoulder. That actually made that older teen smile, even if only slightly.

* * *

"So you can use tendrils like your grandma, but you choose when it extends?" Kevin asked as he was under his car.

"Basically," Ben said as the small patch of mana on his head extended into a tendril. "Makes sense, considering I am a guy. Tendrils are only useful to males in a fight. There's no reason to have them."

"Unless you've got some sugar in your tank," Kevin said, making Ben snort out of a laugh. Gwen listened to the conversation with a faint bit of amusement on her face.

"That too. But being an Anodite around a bunch of people is really, really weird," Ben said.

"Considering you're a guy who can shoot energy bolts and absorb all the mana that's close to you? Yeah. I would imagine you'd feel like the black sheep. Lunch at school has got to be weird," Kevin said before remembering something. "Wait... you can't..."

"Nope. Gotta eat it in private. Otherwise I'd cause a panic by showing up as a giant glow stick," Ben said with a shrug.

"Gotta go the bullied kid route just to eat, eh? Last time she was here,it looked like your grandmother could eat and drink when she was human. You mentioned she had shown up at some point, right?" Kevin asked, rolling out from under his car.

"We forgot to bring it up," Gwen said.

"Well unless you tell her to piss off again, she's gonna come back. Even though I vote to crack her skull open like a coconut after what she did to Tennyson, I'm not an Anodite who doesn't know squat about their powers, so it's up to you two," Kevin said, grabbing a tool before going back under his car.

"I mean, we did learn a lot from her in the hours we spent training. How to adjust our shield idea properly. Absorbing mana out of objects. And the fact that I can use my powers while in an alien form," Ben said, gripping his watch.

"Wait, what?" Kevin asked, quickly wheeling out from under his car with raised brows. "Since when?"

"Since she pointed it out to me, I guess," Ben said with a shrug. "It's a lot more limited, but there."

"The point is that she's very good for knowledge. She covered stuff that more than likely would've taken us anywhere from weeks to months in only a few hours," Gwen admitted, crossing her arms.

"I'm sure you're a good teacher," Kevin assured her.

"She is. Problem is..." Ben trailed before looking to Gwen.

"...I'm just not an experienced Anodite," she finished.

"Yeah, well... I couldn't exactly teach someone the ins and outs of being an Osmosian, so I can see how it would be hard," Kevin said.

"Don't you guys just absorb stuff?" Ben asked.

Kevin wheeled out from the underside his car, likely to retort something about how Osmosians didn't just 'absorb stuff,' but he never got the chance when the wall near them had a hole blasted through it. Behind it, was a Highbreed.

"Human scum! I will cleanse the world of your filth!" it exclaimed.

"Yeah, yeah. Heard it before," Ben said before shooting the Highbreed with a mana beam that sent it flying out of the hole it came through.

"You know, I had a feeling something like this would happen," Kevin said, absorbing the metal on his car.

"Makes for good practice," Ben said before dialing the Omnitrix and slamming the cylinder. "Humungousaur!"

The three of them walked outside, and Ben was immediately pounced on by the Highbreed once he turned the corner. Before its follow-up punch landed, Ben made a small glass shield around his head that immediately shattered from the force of the blow.

But the point wasn't for long term protection. It was so he had the time to retaliate by grabbing the Highbreed's head and headbutting it to stun him. Then Kevin was the one to knock him away from Ben with a punch in the side followed by one in the face.

Ascending to a high spot in the air by creating mana steps, Gwen got above the Highbreed before creating two gigantic hammer constructs and slamming them on both sides of the alien's head. That kept it down, but conscious.

"That should teach you a lesson," Gwen said before descending down to ground level.

"Nice one. Now what should we do with ugly here?" Kevin asked before a beam of light caught everyone's attention.

"Didn't take you kids long to get yourselves into trouble again, did it?" Galhil asked, who was the one transporting to their location.

"Us?!" the three of them exclaimed at the same time.

"I was tuning up my car!" Kevin exclaimed angrily.

"They attacked me for no reason!" the Highbreed exclaimed in a slight dazed tone, slowly getting to his feet. Ben glared at him with a look scary enough to make any reasonable human or alien fear for their life.

"Oh, really? Who was the one yelling about how you were going to cleanse the world of us 'human scum?' And if you don't believe me, you can check the giant wall the Highbreed made back there _Magister,"_ Humungousaur said sarcastically.

"I don't know anything about most aliens, but I'm pretty sure they all don't hang out at car repair garages," Gwen said, gesturing towards the location with a scowl on her face. Galhil looked at the location before looking back at the alien, who was starting to get back to his feet.

"They're the ones who attacked me for no reason! Said they were Plumbers!" the Highbreed exclaimed.

"I don't think I've ever heard a Highbreed as whiny as you," Ben said, his glare still etched on his face.

"I think you might've hit in the head a little too hard Gwen, because he's having some serious delusions if he thought we said something like that," Kevin said, looking to the girl in question.

"Well, there must've been some reason he said it," Galhil said, crossing his arms.

"He's right," Gwen said, the statement surprising both Ben and Kevin. "But it's not because we actually said it. How did you even get here so fast? He literally _just_ attacked us."

"I was contacted by the same person who said you three were impersonating Plumbers," Galhil said.

"Who is this prick? I want to talk to him," Kevin said before cracking his knuckles.

"Be careful what you wish for," a voice suddenly said, catching everyone's attention. A figure in a metal helmet was standing near them.

"Yeah. And from where I'm standing, you don't look like much," Kevin said, walking up to him.

"Appearances can be deceiving Levin," the stranger said before hitting everyone with a black beam of energy. Ben raised a barrier in front of him out of pure reflex, and Gwen did the same. Now he was very glad Verdona told him about the fact he could use his powers as an alien. He didn't even want to know what that black beam did.

"Gwen!" Humungousaur exclaimed.

"Got it," Gwen said before pushing her shield out as a ball of energy that quickly stopped the stream when it impacted their enemy.

Humungousaur quickly turned into Echo Echo, and when Darkstar finally raised his head, there were dozens of clones surrounding him. He shot several blasts of black energy that only managed to hit two clones. The rest of them evaded the attack.

"Wall... of... Sound!" the Echo Echos exclaimed.

Darkstar only got off one more blast before he was overwhelmed by the sound waves, falling to his knees while clutching his ears. He was able to slowly raise a hand coated in black energy, but Gwen held his arms down with two tendrils she shot from her hands. Ben didn't stop with the sound waves until he was unconscious on the ground.

The Echo Echos morphed back into one before Ben turned back into his Anodite body, make sure to prod his fallen foe with his toe. All he got was a groan to show that the guy was still alive. Taking his helmet off, the Anodite noticed that whoever the person was, they were bleeding from their ears. And looked like the living dead.

"You think you might've went a little overboard?" Gwen asked, looking at the unconscious person curiously. It didn't look or sound like she felt sorry for him though.

"Well, if he's deaf, that makes it harder for him to get anything done," Ben said, waving a dismissive hand. "You don't mess with my friends."

"Friend?" Gwen said with a teasing smile.

"Fine. Friend and family member I so very deeply despise," Ben said sarcastically.

"No need to get snippy," Gwen said with a smirk. They were then approached by Kevin and Magister Galhil. "Where's the Highbreed?"

"Out like a light. Can't say I blame him after all he took," Kevin told them before looking at Darkstar with narrowed eyes. "So that's the guy who said we were impersonating Plumbers."

"Looks like he just had ulterior motives of his own. Get us together so he could try and kill us all at once," Ben said, prodding the guy with his toe again.

"Not really kill. More like drain. It's like he was sucking the life out of me," Kevin corrected.

"Drain? Wait..." Ben trailed as the pieces started coming together. His expression immediately turned sour. "Of course."

"Michael Morningstar," Gwen said, a good amount of venom in her voice just from saying the name. She put it together immediately after Kevin mentioned drain. The face looked familiar after that.

"You know him?" Galhil asked.

"He had a habit of draining teenage girls of their energy, turning them into something akin to zombies. He nearly did the same to Gwen, and I almost killed him for it," Ben said grimly.

"Almost?" Galhil asked.

"Wasn't worth it," Ben said plainly. "All I know is that this guy definitely shouldn't roam the streets now that his powers are back."

"I'll get him to the Null Void then," Galhil said.

"And us?" Kevin asked. The Plumber frowned thoughtfully before fishing two Plumber badges out of his pocket and handing them to Gwen and Kevin.

"Looks like I don't need to assign good men to this quadrant. Seems they're already here," Galhil said before smiling.

"What? The third, and best looking man doesn't get a badge?" Ben questioned, making Kevin snort and Gwen roll her eyes.

"You're already got the Omnitrix Ben. If anything, people might respect your authority more because of it," Galhil said, a small smirk on his face. "Besides, that thing's probably more advanced than our badges anyway."

"Good point," Ben admitted.

"Now, I'll get this one to the Null Void," Galhil said, sealing Darkstar in a container and energy handcuffs. Then he glanced up at the unconscious Highbreed. "I'll have to come back in a minute for this one."

"You sure that's going to hold him?" Gwen asked.

"No matter what powers he has, he'll have a hell of a time getting out of level six technology. He isn't going anywhere but the Null Void," Galhil assured her. "And as of now, you're the only law in the quadrant."

Gwen noticed that Kevin hadn't stopped smiling at the badge in his hand. For him, this probably meant that he was just like his dad. Working for the Plumbers.

"Where you heading?" Gwen asked, noticing Kevin was walking away once Galhil teleported away.

"I gotta tell my mom," Kevin said with a smile before continuing forward. Both cousins gave him an encouraging smile before he walked away.


	12. Chapter 12 - An Inferior Copy

A/N: Based on the Good Copy, Bad Copy episode with references to the "Alone Together" episode as well.

* * *

Ben didn't know what was wrong with him, feeling sorry for a Highbreed. Spending an extended amount of time on that desert planet must've addled his brain.

_"No,"_ Ben thought, shaking his head.

He could tell that all Highbreed were raised to believe they were better than every other species from birth. People like that were made, not born. He knew that.

But that only begged the question as to whether or not all Highbreed could be changed like Reiny. The odds of getting another Highbreed to spend an extended period of time with him was less likely than Kevin trading his car in for an old dump truck. And who could say for sure that all Highbreed would even change like Reiny did? Would they even _want_ to?

_"For I can never return home. Or anywhere. I could infect the rest of my kind. The only honorable choice is to remain here."_

_"Because all lesser beings other than pure, unadulterated Highbreeds must be expunged from the universe. Including myself."_

_"You didn't believe that. At least I don't think you did anymore,"_ Ben thought, rubbing his temples.

"Hi," a voice said, snapping him out of his thoughts. The source of the voice was a cute Asian girl in a pink jacket, who was looking at him with a smile on her face. Ben's eyes widened slightly before he sat up a little straighter.

"Hey," he said, suddenly feeling nervous. His previous thoughts had been put in the back of his mind, now on the girl in front of him. "Who are you?"

"My name's Julie. You're Ben, right?" she asked.

"You know me?" Ben asked with a skeptical eyebrow raise.

"Kinda. My brother's a black belt, and I was there when you beat him," Julie told him.

Ben frowned thoughtfully, retreating into his memories. The most recent time he remembered fighting anyone was when he was testing to become a first degree. And his opponent was...

"Bruce Yamamoto?" Ben guessed, knowing that was the one guy there of Asian descent.

"That's him," Julie said with a nod.

"He's not bad," Ben said with a shrug.

"But you beat him. Even though he likes to brag how he's better than every other black belt except some leading third degree," Julie said.

"That's my cousin Gwen," Ben said with a fond smile on his face.

"Is karate in your blood or something?" Julie asked.

"You could say that. Only reason she's ahead of me in belts is because she had a head start," Ben said before shaking his head. "Look, I do like talking with you, but I need to get back to this."

He was supposed to be studying for his physics test tomorrow, and was using his free period to get a head start on preparing, but considering his earlier thoughts were on what happened when he got pulled in the teleporter pod with Reiny, he was hardly so much studying as he was reading the same page for the past ten minutes. It didn't help that physics was a subject he wasn't particularly great at.

"If you want, I can help you study," Julie offered.

"You'd have your work cut out for you," Ben said with a smile.

"I think I'll be alright. I've got straight As in physics," Julie said with a smile.

"Alright," he agreed. "But don't say I didn't warn you."

"I think I'll be fine," Julie said with a warm smile before walking away. It took him a few moments to realize he was staring at her before quickly looking back down at his textbook.

_"Don't do that!"_ he told himself furiously before trying his hardest to study.

* * *

"So you're saying Ben's been going off attacking aliens without us?" Gwen asked.

"There's been a lot of alien comm traffic, and his name keeps popping up. It doesn't mean he's been attacking them," Kevin corrected.

"Still, it does raise some suspicion that we haven't seen him these past few days," Gwen said while frowning thoughtfully. "Where are we going?"

"One of the Forever Knights castles. There was a bunch of activity over a few minutes ago. Now it's quiet," Kevin said before turning the car to the left.

The path they followed lead them straight to a Forever Knight castle that was burning from the inside. The damage was extensive; almost like the place suffered from a bombing run.

"Someone's definitely been here," Gwen said, stepping out of the car with Kevin.

The two of them heard a weak groan across from them, which came from a Forever Knight with his helmet broken. And with the way he was gingerly moving his limbs, that probably wasn't the only thing that was broken.

"Talk. Now," Gwen said in a serious tone.

"Ben 10... has shown no mercy," the Knight said.

"Well, what did you do?" Gwen asked. She knew Ben pulled his punches less than he did when they were kids. But this was a bit much for Forever Knights. Even then, Ben wasn't the type to preemptively strike bad guys if they weren't doing something they needed to stop. Even if in retrospect, it was probably a good idea.

"Nothing! I swear on my order," the Knight said, raising his left hand. "He's ruined three of our castles in as many days." Kevin looked to Gwen, knowing she would have more inside knowledge about Ben's activities than he would.

"First I've heard of it," she said, frowning more at the fact that Ben didn't tell her.

"They say that at court... that the cursed Ben 10 has even attacked a hive of... DNAliens," the Knight said before falling unconscious.

"Come on! Your cousin took out a whole hive? He doesn't..." Suddenly Kevin was reminded of the Ben that almost killed Michael Morningstar. And the one that beat a Highbreed to a pulp before leaving him to die on his exploding ship.

"Ok, he definitely has the guts," he corrected. "But there's no way he wouldn't call us. Or, at least call you."

"You're right. And even then, he'd normally give some indication that he wasn't telling us something," Gwen said with a frown. "Why's he keeping secrets from us?"

"Well how about you ask him? The only problem should be finding him in the first place," Kevin asked.

"Don't worry. I've already got a plan for that," Gwen said, walking over to Kevin's car. She was going to get to the bottom of this.

* * *

"Are you paying attention?" Julie asked.

"Of course I am!" Ben said defensively before rubbing his forehead. "Goodness, you sound like my cousin."

"I'm sure she had the best time teaching you," Julie said with an amused smile.

"I did warn you that physics is my worst subject," Ben said with a shrug before jotting down a note.

"You did. I just didn't think you'd lose focus so easily," Julie said.

"Then you've obviously never had to tutor me," Ben said with a smile as he continued to write.

"Well Tennyson, you've been busy," Kevin said with a proud smirk as he looked at the two on the couch. Gwen walked in shortly after, and raised an eyebrow at the girl on the couch next to him. Julie looked to Gwen, and the tennis player suddenly felt like she was being sized up.

"Ben, who's this?" Gwen asked.

"This is Julie. She offered to help me with my physics test," Ben said, gesturing to the girl in question. Julie offered the girl a wave and Gwen slowly waved back.

"She does know physics is your worst subject right?" she asked. Only to shake her head while waving a hand before Ben could answer. "Not the point. Mind if we talk to you in private for a moment?"

"Can it wait?" Ben asked, subtly glancing at Julie. His cousin's only response was to put a hand on her hip and cock an eyebrow at him while frowning. It was her, "No, it absolutely cannot wait" look.

"Fine. I'm coming. Give me a few?" Ben asked Julie, who nodded mutely while her gaze was on Gwen. The Tennyson girl ignored her in favor of dragging her cousin out of the room. "Slow down, will you?"

Gwen closed the door behind her, completely forgetting that Kevin was behind them. The door hit his nose with a painful slam.

Ben noticed, and opened the door for the older teen who was tweaking his nose to try and alleviate some of the pain.

"Thanks," Kevin said before glancing at Gwen. "Talk about deja vu."

"Where have you been?" Gwen asked firmly, making Ben look at his cousin in disbelief.

"That's what this is about? I've been studying the past few days. I'm sorry if I haven't really been around, but I haven't had the time," he told her.

"That's not the only thing you've been doing. You were at a Forever Knight castle not too long ago," Gwen told him.

"I haven't had a need to transform or use my powers all day," Ben said honestly. Gwen raised an eyebrow, and Ben sighed before running a hand through his hair.

"It's crazy that I have to explain this. I have to pass this physics test or my mom will ground me. Being an alien does not exempt me from being punished if I don't follow the rules, you know. And it'll be hard to cover up sneaking out and going alien when I'm supposed to be in the house," he clarified.

"So you're saying you weren't responsible for the mess we saw at the Forever Knight castle?" Gwen asked.

"I haven't even seen a Forever Knight castle since the day I put the watch back on. Unfortunately, these past few days have been filled up with nothing but studying," Ben said with a shrug.

"Not a bad choice for a study partner," Kevin said with a smirk, and Ben hid a smile behind his hand. Julie _was_ pretty.

"Stay focused," Gwen said, snapping her fingers impatiently. "How long have you been studying?"

"Few hours," Ben said.

"We arrived at that castle pretty late. So he would have enough time to call her. Then again..." Kevin trailed before his Plumber's badge started to beep loudly.

_"Knights, assemble! Ben Tennyson is at the gate!"_ the voice on the other side said.

"Still think it was me?" Ben said dryly. Gwen at least had the decency to look a little sheepish.

"I've been monitoring all the Forever Knights' communications since I kept hearing your name cropping up. Apparently, you're at it again," Kevin said.

"Well, this guy's got to be dealt with. Track the location," Gwen said.

"Wait, mind if I..." Ben gestured his head towards the house, and Gwen pinched the bridge of her nose while Kevin laughed.

"Make a quick excuse before your copycat runs off," she said before Ben ran back inside. "Unbelievable."

"What? You had to believe Tennyson would get into girls someday," Kevin said with a grin.

"Yeah, but now happens to be a really bad time," Gwen said as she walked to the car.

It took just over thirty seconds to explain, but Ben eventually ran outside and joined his friends in the car. Gwen looked at him with a slightly annoyed expression, and he only gave his cousin a nervous smile and shrug. She had a habit of making him feel like he did something wrong. This was definitely one case of that.

When they got to the castle, there were Forever Knights outside completely encased in ice. There were scorch marks littering a few spots, which meant the the Knights at least managed to put up somewhat of a fight.

"I can hear more fighting going on inside," Kevin said, pointing towards the castle.

"Then let's get going," Ben said before removing his mask, his hands lighting up with mana after he pocketed the item.

When they walked in, they could see that his doppelganger was now Big Chill, flying around the room and freezing every Forever Knight that was still shooting at him.

"Where is..." he trailed before turning and noticing the people standing to the entrance of the castle. More noticeably, the Omnitrix the Anodite among them was wearing. "You."

"Who are you? Look, I appreciate you dealing with the Forever Knights for me, but mind not doing it under my name?" Ben asked before looking at the Omnitrix symbol on his chest. "That's... No way..."

"You're Ben Tennyson? You're a difficult creature to find," the Big Chill interrupted, flying over to Ben. "Not to mention the creature I didn't expect to find."

"You could've just called, you know. You did all this just to look for me?" Ben asked as the Big Chill transformed into... well, him. Not his Anodite body, but his human one. It was more than a little strange.

"Yes. I am Albedo of the Galvin," he said, pointing to himself.

"You're a Grey Matter? Kinda tall," Ben said dryly, looking at him up and down. "Why are you looking for me?"

"I am the builder of the Omnitrix. And I must have it," Albedo said, holding out his hand. "Your days as Ben 10 are at an end."

That statement was met with no small amount of skepticism from everyone.

"Ok, in what universe did you build the watch? Because in case you didn't know, I met Azmuth. The _real_ creator of the Omnitrix. He was the one who helped me get it off the first time," Ben said in a skeptical tone, pointing to the watch.

"Azmuth is a liar. He had a hand in its creation, but was not its creator. That honor lay with me. But unfortunately, my ideas of how the Omnitrix should be used lead to my exile," Albedo said, his eyes closing.

"Then if you're a Grey Matter and you built the Omnitrix, why do you look like me? Or, rather what I used to look like while human?" Ben asked with a raised brow.

"Your DNA was encoded as the default in your Omnitrix. Mine synchronizes across space and time with yours. You have become my default as well. But you being an Anodite wasn't anything that was on record," Albedo said with a raised brow.

_"And you would think the real creator of the Omnitrix would know how to get past such an oversight,"_ Ben thought, not believing this guy's story for a second. Gwen didn't believe it either, and Kevin hid his look of disbelief of him trying to tell a lie with so many holes in it.

But it was a very good thing that this guy got his human traits instead of his Anodite ones. An Anodite who obviously has quite a bit of selfish tendencies would not be fun to deal with. But the Omnitrix couldn't transform anyone into an Anodite. And if Azmuth couldn't make it happen, Ben wasn't sure if anyone could.

"So since you made a second Omnitrix, you're stuck in Ben's human body," Gwen summed up.

"That's a fate that no one deserves," Kevin said with a smirk, making Ben give him a look of annoyance.

"I concur. Being stuck in this human body is unbearable," Albedo said, clear distaste in his tone as he held out his hand. "I need your Omnitrix."

"Yeah, in case you haven't noticed, this Omnitrix is mine. If you want to use yours, then get used to being stuck in my body," Ben said, crossing his arms.

"Very well. There are other ways to disarm you," Albedo said, pushing Kevin out of the way before transforming into Jetray. Before he could get near Ben, the Anodite raised a hand and fired a giant, non-lethal beam that pinned Jetray against the castle walls.

"I don't know why you need the Omnitrix, but it obviously can't be for anything good," Ben said before raising a shield against the neuroshock blast fired at him. He had to drop the mana he was holding Albedo with to do so.

"My reasons are beyond your comprehension," Evil Jetray said condescendingly before hitting the dial on his chest. His form shifted into that of Humungousaur. Ben immediately followed suit by dialing his Omnitrix and transforming.

"Brainstorm!" he exclaimed. The crab-like alien dodged to the side by using his electricity as a booster. "Supreme intellect trumps extreme size, my disparaging doppelganger!"

"Then it's a good thing I am capable of both," Evil Humungousaur said before charging forward.

Opening his brain, Ben charged a large bolt of electricity to halt Albedo's progress. The Galvin managed to fight through the pain to throw a piece of debris at Ben that forced him to raise a green tinted electric shield in order to block the blow. The shield broke the projectile into pieces that Ben repelled back at Albedo, making him raise a hand to avoid several of them nailing him in the eye.

Gwen took the opportunity to blast Albedo in the back with a painful mana blast that forced the Galvin to turn his attention to her. She also waited until he turned around so she could hit him in the face with a mana disc that made him recoil in pain. All the practicing she had done with Ben and Verdona had sharpened her powers. Her attacks being powerful enough to hurt Humungousaur were evidence of that.

Meanwhile, Ben and Kevin were moving at the exact same time, Kevin covered in steel from the Forever Knight's armor and Ben quickly shifting his form into Humungousaur as well.

"Cover me Tennyson," Kevin said before darting to Albedo's far right. Ben nodded and lashed out with a punch towards Albedo's head, but the Galvin dodged it and responded with a punch that immediately got deflected.

Albedo noticed Kevin approaching and lashed out with his tail to knock the annoyance out of the way, but a hard stomp on his tail stopped that idea while he bit down a yell of pain. Ben had pinned his foot, and immediately nailed him in the face with a punch that had Albedo unable to step back because his tail was being held down so firmly.

Kevin had jumped up to Humungousaur's level and nailed him with a punch in the eye that had him barely able to see. Blindly, he lashed out with an arm swipe and was satisfied when he felt his hand impact the Osmosian.

_"This is not a very advantageous situation,"_ Albedo thought before transforming into Jetray. Without a second thought, the Galvin sped out of the castle in the blink of an eye.

"We need to find him," Ben said, transforming back into his Anodite form in a flash of light.

"That won't be a problem. He left his mana all over the place," Gwen said, gesturing around the wrecked castle. Then the three of them started tracking the doppelganger, Gwen being the one providing directions.

"Evil twin, huh?" Kevin questioned. "You're a hero, alright. Almost all of them has had an evil version of themselves."

"All heroes don't have tests in the morning. I should be at the house studying with Julie," Ben said with his arms crossed.

"Chances are you wouldn't really learn much," Gwen said dryly, her eyes still a bright pink.

"I can learn from people other from you, ya know," Ben said with a pointed look in her direction.

"Not the point she's trying to make Tennyson," Kevin said with a smirk. "Poor girl. She's gonna have her work cut out for her dating you."

"I don't exactly see you beating off the ladies with a stick Levin," Ben snarked.

"Turn here!" Gwen suddenly exclaimed, forcing them to swerve to the side. Perfect timing too, because she was definitely not in the mood to hear these two go back and forth about girls like she wasn't sitting right here.

Eventually, Albedo's trail lead them to a computer store. A computer store that had a bunch of panicking people running for the hills. The inside being completely trashed was also a big indicator that Albedo was here.

"Besides, who knows the damage Albedo would've caused if you kept studying," Gwen said as they continued through the store.

"To Forever Knights and DNAliens. People I probably would've pummeled some time in the future. I wouldn't have cared if Albedo posed as me for one more day until I finished my test," Ben said.

"Since when are you all about studying?" Gwen asked.

"You've rubbed off on me a little. Besides, it's better if I don't have to sneak out of grounding just to handle hero time," Ben said.

"Good point," Gwen said, her eyes glowing again to track Albedo. But she just wound up dropping the rock in frustration. "Ugh. Too many machines. Not enough living things. I can't track Albedo in here."

"We'll split up and surround him," Ben said.

"Haven't you watched horror movies? It's a bad idea to split up in an abandoned area Tennyson," Kevin said.

"This isn't a horror movie. It's some wannabe copycat that wants my watch for whatever reason. You're telling me you can't handle that?" Ben asked.

"Considering he's got your watch and obviously knows how to use it? Yeah. I don't like my odds," Kevin admitted grudgingly.

"Good point. Fine, we'll stick together," Ben said before they walked off together.

The entire area was quiet. Too quiet. All three of them had every sense on alert to look out for Albedo. There was a high chance he lured them here for a trap, so they were going to have to stay on their toes.

"There!" Gwen exclaimed while pointing, making both males turn in that direction.

Albedo, who was Goop, completely molded himself around Ben's body, holding him in place. Gwen raised a mana infused hand, but hesitated.

"You attack, and you'll hurt him far worse than me," Evil Goop said.

"Who said I need her to do it for me?" Ben said before an energized mana barrier surrounded his body.

Goop was immediately repelled from Ben's body and forced into a puddle on the ground. And thanks to quick reflexes, Ben was able to blast Albedo Goop's anti gravity projector away towards Kevin, who picked it up.

"Got yo... ow!" Kevin exclaimed, wincing when the projector suddenly flew away. It cut Kevin's hand in the process of it flying away.

When Goop landed in his completely form, another slam of the Omnitrix transformed Albedo into Echo Echo. And he made fifteen extra duplicates of the alien, surrounding the three of them.

"Bad day to not have my earplugs," Gwen said before throwing mana discs at several clones, who jumped out of the way to avoid them. Ben, who was already prepared for the evasive tactic, blasted the clones out of the air with discs of his own. They immediately disappeared into thin air.

Kevin absorbed the ground underneath him before tossing rocks at the clones. Each of them moved to a different spot before screaming their sonic shriek at the three teens. Gwen and Kevin dug their heels in the ground while holding their ears, pinned down by the scream.

Ben, who was less affected by the sonic screeches than anyone else, put a shield up in front of the others before dialing the Omnitrix and quickly transforming.

"Jetray!" he exclaimed before flying in the air, firing mana enhanced neuroshock blasts at the clones.

Albedo reacted quickly by reuniting all of his clones and transforming into Spidermonkey, but the alien didn't even have time to move an inch before he was punched down to the ground by Kevin, who was now covered in metal on one of the machines.

He raised another fist while pinning him to the ground with his other hand, but Albedo twisted his bottom half as much as he could to fire a web in Kevin's face that had him unable to see anything but the adhesive substance.

"Ugh!" the Osmosian yelled, putting a hand on his face to pull the web off. During this time, Albedo was able to scramble under Kevin and kick him in the back hard enough for him to smash into a pile of cardboard boxes.

A neuroshock from Jetray blasted him back a few meters that he managed to flip in order to swiftly recover. But a pink mana blast to the gut launched the Galvin into a machine, leaving him sprawled on the ground.

Ben transformed back into his Anodite form before he, along with Gwen, restrained Albedo by binding his hands, feet, and tail. Unlike Humungousaur, Spidermonkey was not strong enough to break out of the restraints. Despite Albedo's efforts. And he couldn't manually transform back since his hands, feet, and tail were restrained.

"Release me this instant!" Albedo exclaimed indignantly, still trying break out.

"Kevin?" Gwen asked, who was already walking over to the doppelganger.

"Gladly," Kevin said before punching the doppelganger in the face. And he kept doing it until Albedo was knocked unconscious and forced to transform back. "Web my face, will you?"

"What should we do with him?" Ben asked, walking close to him.

"Don't know. I'm not sure we should call the Plumbers, because who knows what'll happen if they can't stop him from using the watch," Gwen pointed out.

"Maybe I can..." Ben trailed, looking to try and remove the Omnitrix. But that was a no go. It didn't budge. "So much for that idea."

But before anyone could say another word, his Omnitrix latched onto Albedo's. The sudden attraction and the resulting energy frequency stirred Albedo from his unconsciousness. And he looked very unhappy while doing his best to try and remove his Omnitrix from the other.

Ben released his evil twin from the mana restraints only to pin him to the ground with a foot on his face.

"Tell me how to get these apart!" Ben demanded.

"Perhaps if one of us could manage to die!" Albedo said, doing his best to free his other hand from under Ben's foot. During the struggle, Albedo's look started to change. Brown hair became gray, green jacket and eyes became red, and blue pants became black.

"I don't think you wanna take that option, smart guy," Kevin told him, knowing Ben would do it in a heartbeat if he was pissed enough.

"Don't tempt me," Ben said before looking at Albedo's new appearance. "You know, besides the gray hair and red eyes, that's not a bad look for me."

"Now's not the time Ben," Gwen reminded him with a serious look.

"Just filing it away for later," Ben said before giving one last hard pull, and their watches separated. But a small area of energy started to form next to them.

"He's here," Albedo said in a tone that was almost fearful.

"Who's here?" Ben, Gwen, and Kevin asked at the same time.

"Azmuth," Albedo said, his expression becoming worried.

And he was absolutely correct. In the center of the spot, was the Galvin Ben hadn't seen in nearly four years. When he asked for him to take the Omnitrix off. Ben removed his shoe off of Albedo's face, feeling it was no longer necessary.

"You bet he is. Azmuth of the Galvin. The _true_ genius behind the Omnitrix," he said with a hand on his chest. "The energy overload was so bad, I could sense it half a galaxy away."

"Blame him," Ben said with a point in Albedo's direction. It was then Azmuth rubbed his eyes to make sure he was seeing things correctly.

"Is that you, Ben Tennyson?" he asked.

"Yeah, I'm an Anodite. It's kind of a long story," Ben said, raising an airy hand.

"One I don't have time for, but that's interesting news nonetheless," Azmuth said before turning to Albedo. "Albedo, my _former_ assistant, built an inferior copy."

"I warned you that there could only be one version of the device. You ignored me," he continued, sounding a lot more irritable than Ben remembered.

"Someone's in trouble..." Kevin trailed in a sing song voice, smirking at the fake Ben.

"I will not trust the universe's fate to an unworthy..." Albedo trailed before stopping. "If my Omnitrix cannot function, I will have his!"

"Like hell you will. Anodites are one of the most powerful aliens in the universe. I've got that, plus the Omnitrix _and_ more than capable allies. You're not even close to my level," Ben said, looking at his 'duplicate' up and down. Albedo glared at the Anodite, who simply raised an eyebrow at him.

"It's freaky how much he's like his grandma when it comes to that Anodite pride stuff," Kevin said to Gwen, who nodded in agreement.

"I told you that the Omnitrix is beyond you! You could have doomed us all!" Azmuth yelled in an agitated tone.

"Wait, what?" Ben asked in a surprised tone. Azmuth sighed.

"You are the sole person I have trusted control of the Omnitrix to. You are the most capable defender of the universe's inhabitants. The future would suffer if you had lost control of the Omnitrix. Albedo only wanted it to restore his original form," the Galvin told him, which surprised Ben a little. He didn't know Azmuth thought that highly of him. Or that so much resided on him keeping the Omnitrix safe.

"This human body is unbearable!" Albedo exclaimed.

"You want to look different? Try plastic surgery," Ben offered.

"Only way to change a mug that ugly," Kevin said with a smirk in Ben's direction, who only rolled his eyes. Gwen looked at him, giving him an, "Are you for real?" look.

Kevin only grinned in an unapologetic fashion.

"Albedo, through your arrogant act of rebellion, you have proven yourself a lesser being," Azmuth said before leaping on Albedo's wrist. Then, with an easy pull, he took the Omnitrix's cylinder out of the watch. It continued to spit electricity even while detached. "You shall remain as you are: In a prison of your own making."

"No. You can't!" Albedo exclaimed, falling on his hands and knees.

"I have," Azmuth said, his tone having an air of finality.

"I hate you!" Albedo exclaimed before teleporting away. Ben noticed the look on the Galvin's face turn sad for a moment as he looked at the cylinder in his grasp. The expression was only brief before he looked back at Ben.

"He won't bother you again," Azmuth assured him. "You're on your own from here."

"Thanks. I don't suppose it's too much to hope that you'll unlock Master Control for me?" Ben asked before the small alien jumped into his hands.

"Maybe when you're actually old enough to drive. I'll think about it," Azmuth said with a small smirk.

"Now that's just mean," Ben said with a grin on his face.

"Though it is very interesting that the Omnitrix still works for you even though you do not have DNA," Azmuth said, looking between Ben and the Omnitrix curiously.

"Yeah, grandma Verdona told me. But Anodites do have some kind of genetic material, so maybe that's it" Ben said.

"Perhaps. That particular subject might warrant further study," Azmuth mused before he started to teleport away. "There are difficult trials ahead. Be ready."

"Your first trial is your physics test. In about three hours," Gwen said. Ben looked out of the window and saw that the sun was starting to come up.

"Oh, man!" Ben exclaimed, putting a hand on his forehead.

* * *

Ben turned over his test with a hesitant look, and he sighed in relief at the result.

_"B plus. That's a relief,"_ Ben thought, putting a hand over his heart.

"I'm going to assume from the look on your face that you passed," Julie said, looking over at him.

"B plus. I appreciate you helping me study. I don't think I would've done nowhere near this good without your help," Ben said gratefully.

"Didn't get around to helping you as much as I could've though. Probably would've gotten you an A if I had," Julie said, making Ben scratch the back of his head.

"Yeah, sorry about that. They kind of kidnapped me the other night," he said.

"I could see that," Julie said, looking amused. "Was she your girlfriend or something?"

"No. That's my cousin, Gwen," Ben said before coughing awkwardly. He was so glad he could hide embarrassment while wearing ID Masks. "Thanks for your help, though. That probably would've ended up a lot worse if I didn't have it."

"Oh? And how do you plan on paying me back?" Julie asked with a look in his direction that made him pull at his collar nervously.

"How about a smoothie?" Ben offered, making Julie give him a warm smile.

"Sure," she agreed.

* * *

A/N: Ok, I know people were probably hoping for an Anodite v Anodite showdown between Ben and Albedo, but remember. You can't transform into an Anodite with the Omnitrix, so it's doubtful Albedo's default could be an Anodite after he put his fake Omnitrix on. Ben did have human DNA on file for him to transform into given that he was born human, so the Omnitrix would still give him that.

As for the fact that Julie doesn't have a brother that's mentioned, I decided to take liberties. From what I understand, the only family of Julie's that is actually seen and/or heard of is her father and mother. And that's not until Ultimate Alien. So having a brother isn't totally unreasonable. Was it a cheap way to write Julie in cause I had no better ideas? Yes. Yes it was. Though her role is far less relevant since she and Ben aren't dating and he owns and takes care of Ship instead of Julie.

Albedo will return of course, but not until way later. I also decided to include a little mention from the episode "Alone Together," because I felt it was worth mentioning. Not worth a full chapter, but mentioning. Hope you enjoyed!

P.S., as to why Gwen and Kevin didn't call Albedo out for lying due to Ben's tell, Ben does not have the eye twitch tell in this adaptation. Why? It literally appears in this one episode and never shows up again. Because there are moments when Ben is clearly lying, and his eye does not twitch.

Just look at the Grounded episode. He lies to his parents no problem after getting his black eye. They only know Ben is lying and got his black eye from alien hunting because they saw him. So I would like to think that Ben has no tell given that lying is sometimes necessary for him. Just so we're all clear on that front.


	13. Chapter 13 - Dance The Night Away

A/N: Ok, as some of you might've figured out from the title of the chapter, I will not be doing the whole Necrofriggian kids thing. I probably would if it weren't for two main things. One, they're never mentioned in the timeline at all. And the chances of Ben finding them when they fly in space to eat plasma is slim to none. Won't lie. Necrofriggian children with Anodite powers sounds awesome as hell. Only problem is that it just doesn't sound feasible.

Second reason is that it's never really explained why it happens. I know Necrofriggians reproduce every eighty years according to Kevin, but there's just one problem with that. If I'm right about this, when Ben transforms into an alien, the alien will be the same age as Ben. I know the years could be converted into something similar to dog years, but that still wouldn't make much sense.

The way Kevin describes it, when he says eighty years, he means eighty _human_ years. At this point in time, this new Omnitrix has't even been around for a year, much less eighty of them. The DNA of the Necrofriggian Azmuth found could've been like ninety-seven point ninety-five years old and still required Ben to give birth to kids, but what are the odds of that? Also, why would he choose a Necrofriggian that would be close to giving birth in the first place? There's too much speculation for it.

So instead of the Necrofriggian thing, I decided to actually cover the dance Gwen strong armed Kevin into going to in the show. But with a couple of changes.

* * *

Gwen was in a predicament. Her school was having a dance, and she had zero options for a date. Well, more like there wasn't anyone at her school that she could see herself having a good time with. So her only real option was to ask people that weren't at her school.

_"I could ask Kevin,"_ Gwen thought before immediately waving the idea away.

It would've been something completely out of the blue. And unreasonable of her to ask him to drop anything he would probably be doing. Besides, she wasn't even sure he knew how to dance. And that was something she did want to do.

_"No matter what happens, I've got your back."_

The words came to Gwen's mind, and a smile broke out on her face before snapping her fingers in realization. She had a problem with overthinking things when the answer was simple.

"Uh oh. You've got that smile on your face," a voice said, snapping Gwen out of her thoughts.

She turned around to see Emily approaching her with a knowing look on her face, which only made the Tennyson girl smile wider.

"Just figured out a problem of mine," Gwen said, shutting her locker.

"Is this about the freshman dance?" Emily said, causing Gwen to nod. The blond groaned. "Why can't you just stay at home like me? We can meet at my place and hang out while making fun of the dance all night."

"If I don't go, I'll never know what I missed. And it's going to annoy me until another dance comes around," Gwen said, hoisting her bag on her shoulder.

"You and this "should've, could've, would've" mindset," Emily said with a fond smile.

"I'm always willing to give most stuff a shot once," Gwen said with a shrug.

"And just who are you going to go with? There are like, zero guys you like. At least at this school," Emily said as they reached the outside of their school.

"Which is why I'm not going with a guy from this school. I'm going to ask Ben," Gwen said, frowning when she heard her friend snicker. "What's so funny?"

"Sorry, sorry. It's just... when I think about the way you and Ben used to act when we were kids, I'd never thought I'd hear you willingly ask him for anything. Never mind the fact that he's actually your first option to take to something as public as a dance," Emily said, making Gwen laugh as well.

"It's funny how things turn out. But... yeah. He's definitely my best choice," she said.

"Even for something like this?" Emily asked with a raised brow.

"He might need a little direction, but yeah," Gwen said with a nod.

"Won't it be a little... weird taking your cousin instead of an actual date?" Emily asked.

"The point of me going to my dance is to have fun. Not find an excuse to make out with a guy just cause it's prom. That's what other girls like to do. And believe me, when it comes to fun, Ben more than provides," Gwen told her.

"This must be the Twilight Zone. That's the only way this scenario can be real," Emily said, closing her eyes while using her hands to clack her heels together. "Take me back please."

"Very funny," Gwen said with a roll of the eyes. Emily only gave her best friend a pumpkin grin.

* * *

_"Never thought I'd be in this situation when I was ten,"_ Ben thought as he was brushing his teeth.

His outing with Julie had gone really well, and he knew that it could probably go somewhere more than just friends.

But he also knew it was a bad idea trying to date while he had powers. Threats on her life likely wouldn't happen since anyone who knew that much about him was either in the Null Void or stuck in deep space. And that doesn't even cover the problem of having to make excuses to get away to fight an alien.

Julie was smart, nice, and one of the prettiest girls he had ever seen. But that really wasn't a good enough reason to and drag her into something that could put her in danger. It was frustrating.

"Hey Kevin," Ben heard Gwen greet as she walked in the garage.

_"Perfect. I could get Gwen's advice,"_ Ben thought before gargling what was in his mouth down the drain. He ran his tongue through his teeth for anything he may have missed, and it was clean. Then he was outside.

"He's brushing his teeth in the..." Kevin trailed as he looked in the direction of the bathroom. Then he returned to working on his car. "Never mind."

"Looking for me?" Ben asked.

"Kind of. Wanted to ask you something," Gwen said.

"Same here. You first," Ben offered, raising a hand.

"Um... let's take this outside," Gwen said, grabbing his arm to lead him outside.

"Oh, and I'm not allowed to know the secret?" Kevin asked with a smirk, wheeling from under his car. Gwen spared him a withering glance before steering Ben outside.

"You said you need to ask something, so you go first," Gwen offered.

"Oh. All right," Ben said with a perplexed expression. "Do you think it's a good idea to date considering everything that's been happening?"

"Let me guess. You mean that Julie girl you were talking to?" Gwen asked.

"Yeah. I was thinking about it, but some... ok, _a lot_ of things are telling me that it's a bad idea," Ben corrected.

"I mean it's no mystery as to why. You've got a secret superhero identity. A lot of your time would be taken up by fighting aliens. Not to mention that underneath an advanced piece of alien tech is what you really look like. And that's not even counting the possible danger," Gwen told him.

"So you're saying it is a bad idea," Ben said with a sigh.

"It kinda is, but that doesn't mean it can't work," Gwen amended.

"But that would either involve telling her things I shouldn't tell anyone or just lying to her. Neither of those options appeal to me," Ben said with a grimace.

"If you think you can handle it, then do it. If you don't, then don't. Do you think you can handle everything that would come with going through with it? It _is_ a lot to take into account," Gwen said gently.

"I'll think more about it later," Ben said with a sigh before looking up at his cousin. "Now... your problem?"

Without a word, Gwen handed him the pamphlet that was behind her back. Ben read through it, his eyes scanning the words on it.

"Your school's having a dance? Why are you telling me?" he asked.

"Cause I need an escort, and there's no one else that might be appropriate to ask," Gwen said with a shrug.

"No one? Couldn't you ask a guy at your school. But, you know. Someone that I wouldn't want to punch," Ben said with a pointed look.

"You know Phillip unconsciously rubs his nose whenever he looks at me?" Gwen said in an amused tone.

"That guy was arrogant enough to make Albedo look humble. He deserved a bloody nose," Ben said evenly, making Gwen chuckle. There was a reason he didn't go to Gwen's school. Other than the fact that he didn't want the extra homework.

"Fair enough. But do you really think I want to go to a dance with a rich boy who loves flaunting how much money they have and giving compliments with all the shallowness of a kiddie pool? Because that's a good seventy percent of the guys there. The other thirty percent are uninteresting or taken," she said, making Ben grimace.

"You could ask Kevin," he suggested.

"I already thought about that. I could, but I'd be getting him to drop everything in exchange for escorting me some place he more than likely wouldn't wanna be at," Gwen said, crossing her arms. "Besides, I'm not even sure he knows how to dance."

"So I'm your last option," Ben said flatly.

"Yes. But you're also the _best_ option. I know I'll have fun going with you. Besides, didn't you tell me one day, 'Hey Gwen. Cause of all those times you helped me, you can call on me for anything,'" Gwen said in a way too gruff imitation of Ben's voice.

"Ok, first off, I do not sound like that. And secondly..." Ben sighed when he realized there was nothing else. "Alright. I'll take you. How are we even supposed to get there? I can't even drive. Legally, at least."

"Don't worry. I've got that covered. Just be at my house before eight in two days," Gwen said, waving an airy hand before walking off. "And bring a corsage!"

"'And bring a corsage,' she says," Ben mumbled.

Ben waved back before walking in the garage, putting a hand on his forehead. He sat down in a chair, his mind now on the upcoming dance Gwen suddenly decided that she wanted to attend.

"What'd Gwen want?" Kevin asked from under the car, hearing Ben when he plopped down in the chair.

"She asked me to her school dance," the Anodite said, making Kevin bang his head on one of the pipes underneath his car. He wheeled out from under it, looking at Ben with a surprised expression.

"Seriously?" Kevin asked.

"Yeah. She said she wanted to go with someone she could have a good time with. You were also taken into consideration, but she didn't want to intrude on anything that you'd be doing. Only so she could do it to me," Ben said with a shake of the head.

"So... you're going as her escort," Kevin said slowly, pointing at him.

"Yup," Ben said. There was a moment of silence before Kevin descended into laughter. "It's not funny!"

"You got punked by your cousin! I think it's pretty funny," Kevin said, his laughter not faltering in the slightest.

"I didn't get punked! I owe her. Quite a lot considering all the stuff she's helped me with," Ben said, rubbing the back of his head.

"That counts as being punked. Oh, I'm sure you two lovebirds are gonna have a blast," Kevin said, still grinning.

"Levin, you are two seconds away from needing a foot surgically removed from your ass," Ben said with a scowl on his face.

"Relax Tennyson. I'm just messing with you. Trust me. I'm kind of glad she asked you instead of me. There's no way I'd be able to handle trying to act like I belong in one of those prep schools," Kevin explained. "Do you at least know how to dance?"

"Of course I can. Gwen taught me some cotillion when we were kids for cousin Joel's wedding. And I'm pretty good when it comes to anything fast paced," Ben said with his arms crossed.

"Well, at least that part's out of the way. All you need a suit, and you should be good," Kevin said, getting back under his car.

"And a corsage, but that's just an extra trip," Ben said.

"What's a corsage?" Kevin asked.

"It's a kind of flower. You're supposed to give em to girls when you go to dances, or something," Ben asked.

"Aren't flowers for real dates or something?" Kevin asked.

"Not these ones. You're supposed to give them to girls for formal events. At least I know she likes yellow roses, so I don't have to guess," Ben said before shaking his head. "I'm gonna be honest. I didn't see my weekend starting this way."

"Another reason I don't envy you," Kevin said with a laugh in his voice. It was obvious he was enjoying his predicament. "Good luck, Tennyson."

"I appreciate your undying support Levin," Ben said sarcastically.

* * *

"It's nice of you to take your cousin to the dance," Carl Tennyson said, looking at his son as he kept shifting different suits. Ben was in his room, and his dad had a catalog of suits for him to try. And by try, Ben was using the ID Mask to where it looked like his human body was wearing the suit.

"We did promise we would help each other out, no matter the situation. Plus I kinda owe her enough favors to stretch out a mile wide," Ben said, making his father laugh.

"That sounds about right. But favors or no favors, Gwen has a habit of getting what she wants," he said before showing a slimmer suit. "Tux is ok, but let's keep looking. Try this."

"Alright," Ben said before adjusting the ID Mask. In a quick flash of blue, his clothing shifted to the suit his father had shown him.

"How do you like it?" Carl asked as Ben examined himself in the mirror.

"I really like this one," he said, rubbing his wrists. Then he grinned. "Man, I look good."

"Humility suits you," Carl said wryly before smiling. "But one small virtue of that mask is that it makes getting you a suit very cheap. I don't even have to rent one."

"I'm sure you're happy about that," Ben said with a laugh before he changed back to his regular clothing.

"Where'd you even get that mask anyway?" Carl asked.

"My friend Kevin knows a lot about alien tech, so he managed to get this for me," Ben admitted.

"If these were normal circumstances, I'd ask a lot more questions about him," Carl said.

"But..." Ben trailed.

"I'm just glad he does so that you can still live your life," Carl said before smiling. "And you're going to your first dance, after all."

"I just never imagined it'd be with Gwen. If I went to one at all, that is," Ben said, sitting down on his bed.

"Come on. There has to be at least one girl that caught my son's attention," Carl said, sitting next to him and giving him a friendly nudge.

"Yeah. There was someone. But..." Ben trailed hesitantly.

"Right. Your... problem," Carl said, suddenly looking sad.

"Hey. Don't feel sorry for me. This is just how things have to be," Ben said with a reassuring smile.

"It's not fair to you. At all," Carl said, barely restrained anger in his tone. "The only reason this is happening is because your grandma couldn't let go of the situation."

"I've already heard that statement a thousand times. From mom, Gwen, and myself. Trust me when I say that I _really_ don't need to hear it again," Ben told him in an exasperated tone.

"Sorry. But your mother told me more about that mask of yours. You have to eat alone now because it won't let you. You probably can't even kiss a girl without the mask getting in the way. You're missing out on things you're supposed to enjoy as a teenage boy," Carl continued.

"I_ know._ And I really don't want it thrown in my face," Ben said in a sour tone. Carl looked regretful at his outburst, but Ben only waved his hand dismissively. "Let's just keep looking for suits."

* * *

Ben was amazed that nothing popped up as the days passed by. No DNAliens, Highbreed, or Forever Knights. Nothing. Not a peep. Even the weather was clear. That also meant he hadn't really seen Gwen much for the past two days, which meant she trusted(or hoped) that Ben knew what he was doing.

"I'm off to Gwen's, mom!" Ben shouted as he walked outside with the corsage in hand.

"You sure you don't want me to give you a ride?" Sandra yelled back from the kitchen.

"It's not that far of a walk! I'll be fine!" Ben yelled back before walking out of the door.

During the trip, he held the corsage in his hands while keeping his hands in front of him. But that quickly became an awkward way to walk, so he put it one hand while keeping his arms at his side. But his free hand was swinging too much, so he stuffed it in his pocket.

_"Stay still Tennyson. This isn't an alien battle,"_ Ben thought, trying to relax himself. He was just going to a dance. One of the few normal things he'd be doing since he put the watch back on.

"Ben?" a voice suddenly asked, and the Anodite immediately stopped in his tracks before turning to face the source of the voice.

He looked up to see Julie in front of him. She was dressed in the same pink sweater and skirt that she wore whenever he saw her. She was also riding on a motorized scooter, a white and pink helmet on her head.

"Hey Julie," Ben greeted with a wave.

"Hey yourself," Julie said while looking at him up and down. "You look good."

"Thanks. So do you," Ben said before clearing his throat. "I promised my cousin I'd escort her to the dance she's having."

"Really?" Julie asked with a raised brow. "You mentioned that you owed her a lot. How much is 'a lot' exactly?"

"I'm probably not gonna be done owing her favors until I'm forty," Ben said with a chuckle, making Julie smile. "See you later?"

"Actually... you mind if I come along with you? If you're walking there, something tells me it's not that far from here. I could meet your cousin properly this time. You guys were in a rush the last time," Julie offered.

"But I thought you were going that way?" Ben asked, pointing behind him.

"I came to visit you, actually. But as I've recently discovered, you're busy," Julie said, gesturing to him.

"Ah. Right," Ben said with a small pause before shrugging. "Sure. I doubt she'll mind."

"Great," Julie beamed as she slowly rode next to Ben on her scooter. "So is this how you planned on spending your Friday night?"

"If you had asked me this two days ago, the answer would be 'absolutely not.' Still, at least Gwen can be fun. Not everyone has that particular gift," Ben said with a smile.

"You two are closer than I am with any of my cousins. Then again, about half of them live other countries, and the other half in different states," Julie said.

"For a while, family's been the one thing I always knew I can count on. Gwen's the biggest example of that in my case," Ben said honestly.

"Anything serious happen?" Julie asked.

"Nothing extreme. We just spent a summer together and we bonded during that time," Ben said, making sure to choose his words carefully.

"Must've been some summer," Julie said.

"It was," Ben said. And he left it at that.

When they finally showed up in front of the door, Ben knocked and held the corsage in front of him while standing tall and looking completely relaxed.

When the door opened, Gwen was the one who had opened the door. Ben certainly wasn't expecting to see her dressed in an expensive looking dress. It seemed rather... much to look like something Gwen would want.

"What?" she asked.

"Never thought you were one to have expensive tastes," Ben said, nodding towards her dress.

"You mean the fact that it's made out of silk now, and has gold trim? Yeah. Apparently, that was Verdona's doing," Gwen said, shaking her head. Ben's surprise immediately disappeared, and he couldn't help but roll his eyes.

"That makes a lot more sense. I seriously thought you bought a new dress," Ben said while shaking his head.

"Come on now. You know me better than that. But I won't lie. I do love the upgrade," Gwen said with a grin. The grin changed into a polite smile as she turned to face Julie. "Julie, right?"

"You remember me?" the tennis player asked with a smile.

"I do. Not that I mind, but why'd you bring her along?" Gwen asked, directing the question at Ben.

"Ran into her on the way here. She said she wanted to properly meet you. I had no reason to refuse," Ben said with a shrug.

"How about the fact that we might run late?" Gwen asked, raising an eyebrow at him while putting a hand on her hip.

"I'm ten minutes early. Your school isn't very far from here," Ben reminded her.

"Don't worry. I'll get out of your hair. See you later Ben. Nice seeing you Gwen," Julie said with a wave. Both cousins waved back at her before Gwen quickly looked to Ben, her expression more urgent.

"Now let's get going before..."

"Ben! Don't think you're avoiding this either! Your mom'll kill me if I don't get pictures," Frank said from the living room, making Gwen sigh.

"All could have been avoided if you had come alone," she said, now looking mildly amused. "My mom was buying us time as much time as possible."

"My bad. Let's try and make this quick, Uncle Frank," Ben said before walking inside. His uncle was standing near a blank wall with a camera in hand, and Natalie only shook her head at her husband's antics.

"I'll try. Just post up against the wall there," Frank said with a point, and Ben did so. He stood tall and proud with a smile on his face, the corsage behind him while he had a fist on his chest. It was a very Ben 10,000-esque pose, and it made Gwen roll her eyes.

"Alright. You got your photo. We can go," Ben said, relaxing his stance.

"A da da! Now one of you two together," Frank said, raising a finger. Both cousins groaned while looking at each other in an exasperated fashion.

"There's no point. They'll be taking pictures at the dance anyway," Gwen said, the lie passing through her lips easily. Anything to save herself having to deal with an overenthusiastic father.

"And who says I'm ever going to see them?" Frank asked with a raised brow.

"Sooner you let him take the picture, sooner you can leave," Natalie said, looking amused.

"Guess we got no choice," Ben said with a shrug before retaking his spot against the wall. Gwen followed suit directly after, linking her right arm with Ben's left.

Upon contact, both cousins' mana reacted. The sensation forced Gwen to employ some concentration to avoid her hands glowing without her consent. Ben's however, was causing his mask to go haywire and ruin his look.

"Brilliant," Ben said with annoyance as he tried to control his mana.

"You alright there?" Frank asked.

"It's only Anodite stuff. When we touch each other, we draw off each other's energy. It's usually not a problem, but sometimes this happens," Ben said as his human body reappeared again. "There."

"That won't be a problem when you're at the school, will it? Because if it will, maybe you should stay here," Natalie told Ben.

"No, it'll be ok. All I just have to make sure to keep a hold on my mana," Ben assured her.

"He's done it before," Gwen said when it looked like her mother was about to respond to that. "Dad, take the picture please."

"Alright," Frank said before raising the camera. Ben and Gwen then forced themselves to smile. It didn't look forced to Frank on the outside, so he took the picture.

"Free to go. Have fun you two," Frank said with a wave.

"Wait, you're not taking us?" Ben asked.

"Gwen says she's got a way to get you there, and I'm not going to argue," Frank said, making the girl in question smile.

"How kind of you. Come on Ben," she said before they walked out of the house.

"I'm amazed you agreed. Sometimes my mana does go a little haywire if I'm not focusing it," Ben said.

"I'm sure it'll be fine. Just needs a little concentration," Gwen assured him.

"I can do that. It's just losing concentration I'm concerned about. Now... how exactly are we getting to the dance?" Ben asked.

"We're teleporting," Gwen said, making Ben look at her like she was crazy. "I've been practicing it. Otherwise I wouldn't have suggested it."

"Just as long as I don't have to drag you into the school because you're so tired," Ben said with a pointed look.

"I won't be. But if you're so concerned, you being an Anodite makes this even easier considering we share power," Gwen told him.

"Fair point. Alright, show me what you got," Ben said before shaking his head and holding up the corsage. "Right. Nearly forgot about this."

"Yellow roses, eh? Looks like you remembered," Gwen said with a smile .

"Of course I did. Now let me just..." Ben trailed before pinning the corsage to her dress. "There you go."

"Hold on. I just forgot..." Gwen was cut off when her door opened, and there her mother was standing with the box already in her hand.

"You were in such a rush, you nearly forgot this," Natalie said with a smile on her face.

"You would be too if you were trying to get away from all of dad's picture taking. Thanks mom," Gwen said gratefully.

"No problem sweetie. You two have fun," Natalie said with a wave before closing the door.

"You forgetting things is really weird. Even considering Uncle Frank," Ben pointed out.

"Sometimes I make mistakes. It happens," Gwen said with a shrug before taking the corsage out of its container.

Then she pinned it to the suit Ben was wearing. Ben still wore clothes occasionally despite being an Anodite, so it didn't feel like the pin was going through his skin. Even if it probably wouldn't have hurt very much.

"Why a white rose?" Ben asked, noting the color.

"It's not white. It's cream," Gwen corrected.

"And that makes a difference besides the slight color change?" Ben asked with a raised brow.

"Yes. Now are you done with the questions?" Gwen asked with a small glare in his direction.

"Yes," Ben said, knowing Gwen was about two seconds from smacking him.

The girl in question nodded before taking a moment to look around to make sure no one could see them. Once she saw that she was clear, the two of them disappeared in a flash of pink light.

Ben looked around and saw that they were a few yards away from the back entrance of her school. Then his eyes rested on Gwen, who didn't have one bit of fatigue coming from her.

"I told you," Gwen said with a smirk.

"Yeah, yeah. You probably only made it because of my help," Ben said with a smirk of his own.

"Don't flatter yourself," Gwen said.

"I'm kidding. If you've been practicing it, then I have no doubt you wouldn't have needed my help," Ben said, his smirk shifting to a genuine smile.

"Thanks," Gwen said proudly.

As both cousins walked to the front entrance of the school, Ben could see that they had arrived around the same time everyone else was. A bunch of the school's teens were already heading into the school with their dates, either being dropped off by their parents or some in limos.

"Some of these students are freshmen like us. Are limos really necessary for a freshman dance?" Ben asked, looking at the vehicles in disbelief.

"A lot of these students' parents have plenty of money. So a limo for a freshman dance isn't a big deal to most of these peoples' parents," Gwen told him.

"That's pretentious. And you wonder why I didn't apply for this school," Ben said.

"Besides the fact that you'd have to keep up with a bigger homework load?" Gwen said with a smirk.

"Yes. That's also a big part of it. I don't know how you deal with going here," Ben said, staring at the giant school. It was almost twice the size of his.

"When I think about the fact that I'll be looking down at you from my high end apartment due to my good job. It helps me cope," Gwen said with a smirk, making Ben blow a raspberry.

"Please. I'll have a mansion bigger than the Empire State Building with a statue of my handsome likeness standing tall outside," he said, holding his free hand up dramatically.

"Are you sure you of all people should be calling the students here pretentious?" Gwen asked with a raised brow.

"Hey, I'm not pretentious. I'm just a little arrogant," Ben said with a wry smirk. "Besides, I can at least admit my faults. Something tells me they aren't as eager to do so. Because that would require admitting they have something wrong with them in the first place."

"And we all know that can't be possible," Gwen said with a laugh. She certainly wasn't regretting her choice thus far.

When they made it to the gym, which is where the dance was being hosted, Ben was surprised to hear that the song that was playing wasn't a slow one. It had more of a relaxed feel to it rather than just being outright slow.

"Does this meet the great Ben Tennyson's standards?" Gwen asked, gesturing around the large gym with one hand.

"Could be worse," Ben said with a shrug as they continued. "So what are we doing? This _is_ your dance, after all."

"Let's wait until something worth dancing to comes on. This I could just sit and listen to," Gwen said, moving them over to a seat. Near the refreshments table, so Ben was in arms reach of a drink. He had to restrain the urge to take off his mask and gulp it down.

"Thanks for doing this by the way," she continued.

"I did promise I'd have your back. I guess that includes escorting you to events like this," Ben said, gesturing around the room.

"You could be off doing something else," Gwen reminded him.

"Something that would probably involve watching TV and eating enough chili fries to make me explode. The dream life," Ben said in a wistful tone that made Gwen snort.

"Only you would be comfortable watching TV and eating chili fries for the rest of your life," she said.

"Not only me. Just one of many," Ben corrected with a raised finger. "You could be doing the same, you know."

"Man, you sound like Emily. I don't want to miss my first school dance. I don't know what I could've missed if I don't go. So better that I do find out now instead of later," Gwen said.

"Yeah, yeah. Your 'should've, could've, would've' mindset," Ben said with a shrug as he looked back at the drinks. Gwen cursed once she noticed the movement.

"I forgot. You can't drink with the mask on," she said distastefully.

"I can help you with that," a voice said, making both cousins turn.

The source of the voice was an old woman with a familiar voice and look. And someone definitely out of place at a high school dance.

"Verdona, what are you..."

"You want spend the rest of the night not being able to eat or drink anything?" Verdona interrupted, raising a hand. Ben sighed.

"No," he admitted.

"Then follow me outside," Verdona said before walking towards the exit. Ben looked back at Gwen, who gave him a nod before he followed Verdona.

When they were outside, Verdona moved to the side of the building so they were out of sight. The elder Anodite removed her grandson's ID Mask, revealing his Anodite form.

"Listen to me, kiddo. Do not move, and just focus your mana on what you feel," Verdona said, making Ben nod mutely as he closed his eyes to concentrate. Then she put a hand on his head.

Soon he felt like something was crawling up his leg. He heeded Verdona's words and concentrated on steadying his mana on whatever she was giving him.

Soon that feeling spread all across his body until it ended on the tip of his head. And his mana seemed to adjust to it. Similar to the way putty could mold itself around whatever it was touching.

"Open," Verdona said.

When Ben opened his eyes, he saw that he still looked human. With the same suit he was wearing before. Only Verdona had his ID Mask in her hand, tossing the piece of technology back and forth in her hands.

But the best part was that it _felt_ like he was human. Other than the fact that it felt like he was coated in a blanket of mana. Which was extremely comfortable, by the way. It was a far cry from wearing an ID Mask.

"Wow, this is..." Ben trailed before meeting his grandmother's gaze. "How?"

"Every so often, Anodite children have had to blend in with people who wouldn't react the best way if they saw them. So their parents create disguises that will last them at least a few hours. Given how your mana is more focused, you can easily manage that," Verdona told him.

"Why didn't you tell me about this sooner?" Ben asked.

"Because even at your most focused, this disguise would only last you two days before it disintegrates. Only disguises made from your mana specifically can be sustained permanently. And it would take several months to learn how to create a human disguise. At least to learn the intricate work involved," Verdona told him.

"You've done quite a bit today," Ben pointed out. "First Gwen's dress, and now this."

"A grandmother isn't allowed to spoil her children every so often?" Verdona asked with that young, devilish smirk she loved using. "I'll make sure this... thing is waiting on your bed when you get home. Have a nice night, Ben." And on that note, Verdona disappeared with a flash of pink light.

_"Of all the grandmothers I could've gotten, I wound up with the one who's an Anodite,"_ Ben thought, shaking his head at his crazy life.

Walking back inside, Gwen was still in the same spot he left her. This time, she was in a conversation with someone. A girl who was pretty good looking, but had a bit of haughtiness to her. It looked like Gwen was at least able to tolerate her.

"Hey Ben," Gwen said, getting the girl to turn to look at him as he approached.

"Ladies," Ben said with a mocking bow that made Gwen roll her eyes. The girl seemed torn between laughing and upturning her nose at his antics.

"Idiot. You done out there?" Gwen asked.

"Yeah. Just needed some air. Is it always this stuffy in here?" Ben asked, tugging at his collar as he took a sip out of one of the cups near the punch bowl. An action that surprised Gwen, even though she hid it well.

"You learned to get used to it when you go to this school," the girl said before holding out her hand. "Stacy."

"Ben," the male Tennyson said, shaking it.

"So are you Gwen's date? I'm not sure if you're just good or she's too good for the boys here," Stacy said with a glance towards the girl in question. Any irritation that might've been on Gwen's face was gone in an instant.

"She never did settle for anything below average. That's just not her," Ben said with a grin. But to Gwen, it resembled the way a shark would grin at you. "And I'm her cousin, so date isn't the correct word. I'm more of an escort."

"Cousin?" Stacy asked, taking a step backwards.

"Yes, cousin. That a problem?" Gwen asked, raising an eyebrow.

"Out of anyone you could've asked, you went with your cousin?" Erika asked.

"At least he's entertaining. I can't say that for many of the guys here," Gwen said, her expression completely even.

"It's just weird," Stacy said.

"I'm not the first person to take a family member to a dance," Gwen said easily. "Now if there's nothing else..."

Stacy gave one last look to Ben before walking away. The girl looked like she had more to say, but opted not to say it. To them, at least.

"Well, that was pleasant," Ben said with a straight face. "Are a lot of girls like that?"

"A good amount of them, yes. Not all though. And since I have Emily, I don't have to bother finding out who is and who isn't," Gwen explained before a different song started to play. And it was one she didn't mind dancing to. "But enough of that. Time to see if you can back up what you say."

"I'll let my actions do the speaking for me," Ben said, grasping Gwen's hand to help her to her feet before walking out onto the floor.

* * *

It didn't take Gwen long to realize that fast paced music was so much more Ben's style than it was hers. Slow dances were what she was more comfortable with. Faster ones had rhythm, but would completely change the style whenever it wanted to. It was random. Spontaneous.

_"Which is so Ben,"_ Gwen thought with a smile, watching the person in question on the dance floor. She sat down after two songs, but he was still having fun.

He spun in a circle before stopping in some goofy looking pose that he knew didn't look cool, but just wanted to do. She couldn't help but snicker when several people gave him an odd look, and he only smirked at them.

"Oh, no. No more of this," Ben said, waggling a finger as he walked towards her.

_"Saw this coming,"_ Gwen thought before taking a sip of punch. "What?"

"I swore when I agreed to this, I thought you would have more fun dancing than I would. I've actually broken a sweat, and you're just sitting here. Don't tell me you've become a delicate flower," Ben teased, making Gwen kick him in the shin. Thankfully, not with the heel of her heels. "Oof! That's the spirit."

"I don't do fast songs as well as you. I'm not that good at them, so I'll sit them out," Gwen admitted, leaning back in her seat. Ben tapped his chin for a few seconds before an idea popped up in his head.

"Get up," he said, grabbing Gwen's arms.

"I told you, I..."

"Just hear me out. I trust you. Do you trust me?" Ben asked, a smile playing on his lips. An amused, devil may care smile that showed Ben definitely took after his grandmother in some aspects.

"Yes. And you're an ass," Gwen said with a roll of the eyes.

"Only cause I know how to push your buttons," he said, pulling her out on the dance floor right when a new song started. "When it comes to songs like these, I just do whatever I want. And that's what you need to do."

"'Doing what I want' doesn't exactly help me with not looking stupid," Gwen reminded him.

"Alright then. This time, you're the one following my lead," Ben said, stopping Gwen about a few inches from him.

He grabbed Gwen's hands and started to lead Gwen in a dance that was entirely a 'learn quick or get left behind' situation. And she tended to be good at those.

It took a few minutes for Gwen to actually start getting a hang of it. In a way, dancing like this was a lot like fighting. Things could change on a dime in the middle of it, and you had no choice but to move with it. Maybe that's why Ben was so good with it.

"See? It's ok to be spontaneous every once in a while," Ben said, releasing her hands once he realized she was starting to get the hang of it.

"I can be spontaneous," Gwen said with a twist of the hips that caused some boys to look over in her direction. And immediately get smacked by their dates as a result.

"Mmm hmm," Ben said in a tone that clearly said he didn't believe her.

"Alright, knucklehead. Let me show you something," Gwen said before stepping forward and grabbing his hands this time. "You've seen those dancing contests, right?"

"Yeah. Why are you asking?" Ben asked, not sure where this was going.

"No reason. Just... improvise. You're the one who's good at that, right?" Gwen said with a wry smirk before steering them off in another direction.

It only took moments for Ben to realize that their movements started to look like one of those face paced competitive dances that were on TV. With all of the spins, rotating, and lifting. Ben couldn't help but smile widely at the glee on Gwen's face. He knew she was loving how ridiculous this was becoming.

"You're having fun," Ben said.

"You were the one who wanted spontaneity. I provided," Gwen said, holding a hand over her mouth to stop herself from giggling. "But... yeah. This is fun."

"Now you see what I'm saying? Just go nuts when it comes to songs like that. Throw everything you learned about cotillion out of the window when it comes to it," Ben told her.

"Not all slow dancing is called cotillion, you know," Gwen told him.

"But it's the only kind I know," Ben said with a shrug.

"I can't believe you still remember that lesson. That was four years ago, and you only used the lesson once," Gwen said.

"Filed it away just in case I ever needed to know it again. I kinda vowed myself that I would after the wedding. I didn't want Grandpa to catch us dancing again," Ben admitted, making Gwen laugh.

"I remember that. It felt so mortifying at the time. Now it's just funny," she said, shaking her head as the song ended. This time the song was slow. "Back to my comfort zone."

"As soon as I get you out of it too," Ben said with a smile.

"How about this. If another fast song starts, we'll try another bout of spontaneity," Gwen promised.

Unlike the past few songs, both cousins stepped forward and grabbed each other's hands. Their movements were relaxed as they slowly waltzed to the slow song, a smile popping on their faces as they moved with each other. Ben lost complete hold of his mana in that instance, but luckily, it was practically unnoticeable while in this body. Just a small glow of his hands that could be passed off as a trick of the light.

"Sorry," Ben apologized.

"It's alright. No one saw anything," Gwen assured him.

"This time. There's got to be a way to control it," Ben said before shaking his head. Then a smile replaced his pondering expression. " But let's not worry about that today. Today's your dance, and I'm your escort. And as your escort, I have a 'no thinking about work' policy. So get that out of your head and relax."

Gwen mirrored the wide smile before nodding back. Yeah, she definitely had no regrets from this night.

* * *

"What's the verdict?" Ben asked as they stood outside of her house.

"I think it might've been a better idea to stay in. A lot of people at my school suck, I'm fully capable of dancing there, and Emily will never come to these things so I have someone else to talk to," Gwen said in an exasperated tone before it gave way to a smile. "But the company I had definitely made this fun, so that's a pretty big might."

"I live to entertain. But I was glad to help," Ben said with a nod.

"Thanks Ben," Gwen said gratefully.

"Remember, I've always got your back," Ben said, clicking his tongue with a wink while pointing a finger gun at her. Though he looked momentarily surprised when Gwen kissed him on the cheek.

The sensation was a lot like when Verdona kissed him on the forehead, only a lot milder. Probably because she didn't purposefully put energy into it. Yet every nerve felt tingly while his hand started glowing a bright green.

"You should probably learn to control that," Gwen said with a smirk, walking in her house with a wave in his direction. "See you tomorrow."

"Yeah. Bye," Ben said, willing his glowing fist to stop glowing.

When he made it back to his house, his mom opened the door not long after he knocked.

"You're lucky it's not a school night, young man," Sandra said sternly before giving him a small smile. "Did you have a good time with your cousin, sweetie?"

"Yeah. It was fun," Ben said before smirking. "Of course, that had a lot to do with my mad skills on the dance floor."

"I'm sure," Sandra said with a smile before getting a good look at her son. "You look so handsome. I imagine you could use something to eat after all that time."

"You're right. The snacks they had there weren't much," Ben said with a shrug, which gave Sandra pause.

"How did you..." she trailed before Ben started to pull on his face. His mother's eyes widened when no mask came off.

"Grandma Verdona gave me a disguise. It's not permanent, but it works really well," he said with a smile.

"Oh. How... nice of her," Sandra said after some hesitation.

"Look, I know you two don't like each other, and that's fine. Just know if you don't have to speak to each other if you don't want to," Ben assured her.

"That's perfectly fine with me," Sandra said, hiding her distaste for Verdona with a smile. "Now let me make you something."

Going up to his room with a sandwich in hand, Ben noticed two things lying on his bed when he went up there: His ID Mask and a photo.

He picked up the photo and raised his eyebrows at the sight. It was of him and Gwen during the slow dance. He knew it was during the slow dance, given the way they were holding each others' hands in the photo. Him and Gwen were smiling, and looking at it brought a stupid smile to his face that he couldn't get rid of.

_"What a way to start the weekend,"_ Ben thought before sitting on his bed and taking a bite out of his sandwich.

* * *

A/N: I thought a lot about the one shot "Yellow Roses" while writing this. Circumstances and interactions were quite different, but this chapter and that have story common premise. This wasn't an action packed chapter, but I still hope you all still liked it.

Also, if any of your are curious, colors of roses do have a meaning. Yellow ones, which are Gwen's favorites, represent friendship and cheer. Cream means charm and thoughtfulness. The more you know.ll clear on that front.


	14. Chapter 14 - New Dogs and New Tricks

A/N: Based on the "Pet Project" episode. I just feel it's mandatory to mention it at this point.

Before I start, I do want to mention that regardless of what is said and isn't said, this story's happening the way I envisioned it. Pairing or no pairing. I want an Anodite Ben and a more developed Verdona. And so I'm getting em. Everything else is mostly extra.

And yes. The title of this chapter was the best I could come up with.

* * *

"Why did we agree to this?" Ben asked, looking to Kevin desperately.

"Don't ask me," the Osmosian grumbled.

There was a monster movie marathon going on all night. Ben was looking forward to it, hopeful that the night would consist of nothing but eating popcorn and watching monster movies. Something relaxing.

Then when he suggested the idea to Gwen and Kevin, Kevin agreed, but Gwen proposed something else. And that was how they ended up in the car driving to a mall to shop. Gwen almost never shopped.

"When I said that we should do something that I wanted to do for once, you both agreed," Gwen reminded them.

"We didn't think shopping would be involved," Kevin said.

"I _am_ a girl," Gwen pointed out.

"I know that. I just didn't think you were into stuff like shopping," Kevin said, his gaze still on the road.

"Well I do. And now it's become painfully obvious I need more girl friends," Gwen said with a sigh. Kevin snapped his fingers as an idea came to mind.

"Hey Tennyson. Why don't you call that girlfriend of yours? Maybe she could go with Gwen," he suggested.

"She's not my girlfriend," Ben said irritably, making Kevin smirk at him through the rearview mirror.

"Not through lack of trying, it sounds like," Gwen teased with a smirk.

"Shut it," Ben said with a small blush. "Anyway, do you know how weird that is? Calling Julie just to set up her and my cousin to hang out?"

"Think of it as a way to reprieve us of the struggle of shopping," Kevin said.

"They still need your car and your time to get places, remember?" Ben reminded him. Kevin grimaced.

"Oh. Right," he said before something jumped out in the road. Kevin suddenly slammed on the brakes, making sure he didn't damage his car on whatever walked out in front of him.

"What was that?" Gwen questioned.

"Don't know, but whatever it is, it's in for it now," Kevin said before stepping outside.

Ben hopped out, and he was immediately rushed by a small blob of green and black. He grinned, immediately recognizing who was heading towards him.

"Ship!" the small alien said excitedly as he rushed towards the Anodite.

"It's Ship! C'mere boy!" Ben said as Ship jumped into his arms.

"Oh, great. Him again," Kevin said with a frown.

"Be nice. Ship isn't bad," Gwen said, swatting him on the arm.

"Except the time he stacked a bunch of cars together and totaled them. Including mine!" Kevin exclaimed. Even the memory of it annoyed him.

"Would you let it go? Ben told Ship never to do that again, and I've never seen it happen again," Gwen reminded him.

"That's cause Ship's a good boy. Aren't you?" Ben said with a grin as he rubbed the top of Ship's head.

"Ship!" the alien said, his tone suggesting he was confirming his statement.

"See?" Gwen said, looking towards Kevin with a smile tugging the corner of her lips. Kevin rolled his eyes, but didn't say anything further.

"Learn any new tricks?" Ben asked. Ship gladly obliged and turned into a toaster. Then a washing machine before going back to normal.

"Spent a lot of time in other people's houses, huh? Anything else?" Ben asked. Ship tilted his head before leaping in the air and transforming into a submarine. Though that smashed a good amount of the road and some peoples' lawns.

"It's best to tell Ship to not transform into anything that could break the street," Gwen quipped.

"I kinda noticed that," Ben said wryly. "Alright, transform back."

Ship obliged, and curled up next to Ben's legs.

"Looks like we can't go to the mall now. Ship's not going to leave Ben alone," Kevin said quickly.

"No worries. All Ben has to do is go back to the house," Gwen said, making Ben smile and Kevin groan in disappointment.

"Don't have to tell me twice," Ben said before dialing the Omnitrix and transforming into Jetray.

"Before you leave, where does Julie live?" Gwen asked.

"Few blocks down the street from my house. The house number is 2008," Jetray said as he picked up Ship.

"I hate you Tennyson," Kevin said, looking at Ben with a glare.

"Think about this way. You'll be hanging out with two pretty girls. I think that's worth a bit of your time," Jetray said with a small wink before flying off. It didn't lessen Kevin's glare by much.

"How about this. You just drop us off at the mall, and you can go home and join the monster movie marathon with Ben. I'll call you when we're done," Gwen offered.

"You're a saint," Kevin said in a relieved tone, making Gwen laugh.

"No, I think I just like the idea of spending time with another girl so much, that I'll let you off the hook," she said with a grin.

"Either way works for me," Kevin said with a shrug.

Ben as Jetray was still flying back to his place while carrying Ship in his hands. The small Mechamorph was definitely comfortable in the air, given how he transformed into many different types of aircraft a multitude of times. Each one getting more advanced than the last.

_"I really should ask mom whether or not I can keep him. That is, if I can get him to stay put,"_ Jetray thought before being blasted in the back by a laser. He landed hard on the ground, tilting his body to the side so he would take the brunt of the fall instead of Ship.

"Ow," Jetray plainly said before getting to his feet.

"Ship!" Ship exclaimed, stretching out towards the sky. Ben looked where he was pointing at and saw a man on a bike that was definitely not made by Harley Davidson.

"You shot at the wrong flying alien," Jetray said before taking to the skies. Then he quickly fired a mana enhanced laser from his eyes that his opponent evaded before firing back with his lance.

Ben evaded the laser and tackled his enemy off of the bike he was riding, but the Knight responded with a backhand that knocked the Anodite down to the ground painfully.

The Knight landed on his feet smoothly after Ben's tackle, his armor taking the brunt of the fall for him.

"Seems to me like I shot at the right one," he said. "I'm willing to let you go as long as you hand over the one I'm really after."

"The one..." Jetray looked down at Ship, who was still curled up in his arms. "No. Not a chance."

"Then I'll just have to take him," the Forever Knight said before tossing several silver discs his way. The electricity not only targeted Ship, but spread to Ben as well. It made him convulse from the pain of it while Ship was wrenched from his grasp.

"No, you..." Jetray struggled to say before slowly moving his hand towards the dial and transforming. "Chromastone!"

Ship was pulled into a pod of some kind, and the Knight put it on the hovercraft he was driving. Ben charged a laser and fired it at the Knight, but he raised his shield to block it.

"Get out of my way," Chromastone growled. The Forever Knight only hit a button on his vehicle while grabbing the Lance off of it, the hovercraft flying off quickly.

"How about you stand and fight me here?" the Knight said before charging him.

Ben was forced to put his hands in front of his stomach to prevent himself from being impaled. Then the laser on the lance went off, sending him flying back. He recovered in midair with a smooth flip, his heels digging into the ground to prevent himself from sliding back much further.

The Knight smiled until Chromastone's body shined brightly, a laser flying in his direction not long after. His shield held against the blast, but he was sent skidding back violently from the force.

The Knight recovered just in time to see Ben immediately transform into Humungousaur. And he was in the large alien's grasp before he could so much as move.

"Where did you take Ship?" Humungousaur growled.

"As if I would tell the likes you of, Ben Tennyson," the Knight said before feeling the hand around him tighten.

"Tell me, or you'll have a hard time walking in the foreseeable future," Humungousaur said, narrowing his eyes.

"Please. Regardless of your strength, you will never..." The Forever Knight was cut off by his own scream of pain when he felt his arm break.

"What was that again?" Humungousaur said before pushing his pinky finger forward. That lead to a broken leg, and the Knight only knew it was going to get worse from there. But he would remain tight lipped.

"I would never reveal anything to you. You are the one who freed our ancient enemy... the dragon," the Forever Knight said venomously.

"It was an alien who wanted to go home! Be glad I didn't agree to let it wipe you all out!" Humungousaur exclaimed.

He could've very well let the dragon continue with his previous way of thinking. Wipe out the people that kept him imprisoned for over a millennia. But he talked him out of it; reminded him that living to go home to his family was more important than possibly dying for revenge. Still, he could understand why he wanted to do what he did.

"It doesn't matter. Now that we know there is a whole planet of those creatures out there, nothing will stop us from using your pet to fulfill our objective," the Forever Knight sneered.

"What are you going to do to him?" Humungousaur questioned.

"Whatever the good doctor has in store to make your pet ours," the Forever Knight said.

A shadow suddenly crossed over Ben's face, and a feeling of trepidation fell over the Knight.

* * *

"No shrieking in the car," Kevin warned. Julie had agreed to go along with Gwen on her shopping trip, and Kevin wouldn't mind driving above the speed limit just to get away from here as soon as possible.

"No promises. Sometimes we're gonna shriek," Gwen said before turning to Julie with a wide smile. "Besides, he and Ben do it while watching football."

"They do?" Julie asked with a laugh.

"We do not shriek!" Kevin said, his voice unwillingly taking a higher pitch. He made sure to lower it before speaking. "Uh, we don't shriek."

Julie giggled and Gwen couldn't help but smirk at Kevin's tone of voice.

"Uh-huh," she said before looking to Julie. "You know, I didn't expect you to agree to come along."

"Ben talks about you a lot. I wanted the chance to get to know you aside from what he tells me," Julie said with a warm smile, causing Gwen to raise an eyebrow.

"Do I have to disprove most of it?" she asked.

"Unless you want to disagree with the mostly good stuff he's mentioned," Julie said.

"Oh. Then that's... wait, mostly?" Gwen asked with a raised brow.

"I see you caught that," Julie said with a laugh.

"What's the other part of that mostly?" Gwen asked with a frown.

"Sorry, but my lips are sealed," Julie said, doing a zipping gesture.

"You're as bad as he is," Gwen said with a groan before her phone rang.

She looked at the caller ID, somewhat surprised to see that Ben was the one calling her. She figured he would've been wrapped up in the monster movies completely by now.

"What is it Ben?" Gwen asked before she was quickly hit with a barrage of explanation. "Whoa, whoa. Slow down."

Julie was looking at her curiously, and Gwen noticed that Kevin was paying more attention with the way his ears seemed to perk up.

"What? Did you..." Gwen cut herself off, her eyes darting towards Julie for a split second.

"No, I didn't kill him. But he won't be walking any time soon," Ben said, looking at the Forever Knight in mana restraints. "Still hasn't said anything."

"And you need my help?" Gwen asked.

"Ship's technology, so there's no way you or me can track him. It's more likely that Kevin would know where the Knights would be keeping him. Just get here when you can," Ben said.

"Ok. But you owe me for this. I'll see you in a minute," Gwen said before hanging up the phone.

"Is everything alright?" Julie asked.

"Not really. Ben just got stuck doing homework," Gwen lied, coming up with a quick excuse.

"Does he need help?" Julie asked.

"He called, and yeah. He asked me, and I guess I'll help him out. _Again._ Kevin?" Gwen asked, making Kevin sigh in exasperation.

"I can drop you off, but I'm almost to the mall. I may as well drop her off first," Kevin said, glancing at Julie through the rearview mirror. "Just call Gwen on her cell for a ride back."

"Does Ben always call you when he's stuck on schoolwork?" Julie asked.

"Sometimes, yeah. And the sale ends today," Gwen said while shaking her head.

"You're right. Shoot," Julie said, looking to the side. Then she looked up at Gwen with an apologetic smile. "I know this is kind of a terrible thing to say, but... can't you let him deal with his own work?"

"I could, but it leaves me with tons of ammunition to get him to do stuff. Plus, for even as something as simple as this, we always have each other's backs," Gwen said honestly.

"Same thing Ben told me. I guess you're both just that nice to each other," Julie said before fixing Gwen with an apologetic smile. "I promise to get you something cute."

"You don't have to. But... if you really want to..." Gwen trailed, making Julie giggle. Gwen had to hold a hand up to her mouth to avoid doing the same. That was totally something Ben would say.

"You helped me get a ride. It's the least I can do," Julie said before looking at Kevin, who was rolling his eyes. "Aw, don't feel left out Kevin. I promise to get you something too."

"Unless it's a brand new set of rims, keep it," Kevin said, making Gwen roll her eyes and Julie laugh.

Thankfully, all they had to do at that point was drop Julie off at the mall before heading back in Ben's direction. Kevin would have to come pick her up later, but that at least bought them some time.

* * *

"If you had taken any longer, I was going to storm the place by myself," Ben said, lowering the paper he was reading.

"You found where we need to go?" Gwen asked. Ben turned the paper around so she could see what he was reading, and it was a picture of a castle with the title, "Lancelot Lake Estates."

"'If a man's home is his castle, isn't it about time you owned one?'" Kevin read while crouching slightly. "It's a bit of a long shot, but I guess it makes sense. Forever Knights always hide out in some sort of castle."

"Speaking of which, where's that Forever Knight you nabbed?" Gwen asked, making Ben point up at the ceiling.

Gwen and Kevin looked up to see the Knight completely bound up in mana on the ceiling, unconscious. But the main thing that caught their attention was the way his legs stuck out at odd angles.

"You broke his legs?" Kevin asked with a raised eyebrow.

"One arm too. I decided not to go any further than that after he wouldn't tell me anything," Ben said with a shake of the head. "They're more loyal than they are smart."

"That's a Forever Knight for you," Kevin said with a shrug. "At least we got a place to search."

"Question is, what do the Forever Knights want with Ship?" Gwen asked as they walked towards the car.

"Are you kidding me? You saw him earlier. It can transform into anything in comes in contact with. It's like a cup of instant weapon," Kevin said.

"And the Knight mentioned about how we freed that alien dragon and how they were going to use Ship to hunt down all of them down," Ben said, his face set in a grim expression. "I swear, if they've hurt him, I'll do worse to this doctor of theirs than what I did to this Knight."

"Speaking of which, it might be a good idea to get him delivered to the Plumbers. I don't trust a guy with a full set of armor and weapons when we certainly can't detain him," Gwen said.

"Speaking of weapons, he had this on him. You might want it," Ben said before sending a tendril to the corner of the garage, grabbing the shield and lance before handing it to Kevin.

"Huh. That's a kinetic phase shield. Looks like a Neplester 3 model. And this is a mint condition laser lance. It's only level three tech, but these still aren't bad," Kevin said, closely examining the items before sticking them in his trunk.

"Merry Christmas. Now let's get going," Ben said flatly.

"Wait," Gwen said, offering a hand to Ben. He took it and Kevin tilted his head when she offered her free one to him.

"What?" Kevin asked.

"She's going to teleport us there," Ben said.

"I thought you said that tires you out," Kevin said, raising an eyebrow.

"Helping Ben has helped me a little too. So you coming or not?" Gwen asked.

With some hesitation, Kevin grabbed Gwen's hand and then her eyes immediately glowed a bright pink before they disappeared in a flash.

When they landed, Kevin immediately looked to Gwen, afraid that she was going to be completely out of energy like before. Only to see her smirking at him when she saw his concern.

"Told you I'd be fine," Gwen assured him.

"One of these days, you'll have to try it without my help," Ben said in a whisper, making Gwen roll her eyes.

"I know that. How about we focus on what we came here to do?" she said rhetorically. Ben nodded in agreement before they started sneaking through the front door.

Ben and Gwen cracked open a door and peeked to see if there was anyone behind it. The coast seemed to be clear, but a noise behind them had them turning around fast enough to give someone whiplash.

It was only Kevin drinking a soda he found in the fridge. Ben gave him an annoyed look, and Gwen couldn't help but shake her head in disbelief.

"What? I was thirsty," Kevin said with a shrug. He opened the door wider, and he smiled when he saw the room. "Whoa."

They walked in, and there was a batch of Forever Knight armor sets standing completely still. Next to them, there was some sort of baton. The thing that had Ben frowning was the fact that it felt like something living was coming from the armor.

Not willing to take any chances, Ben grabbed two suits of armor with two tendrils and bashed them together. The resounding groan that came from them confirmed his theory.

"How did you..." Gwen cut herself off when she heard a surge of energy behind her. She raised a glass shield that immediately broke when the electric blasts hit it. She dug her heels in the ground to stop herself from flying back.

"Oh, you did not just..." Gwen growled before grabbing one of the Forever Knights with mana that molded around his torso before throwing him into a glass frame. Then she launched into the Knight that helped blast her through a wall with a mana disc powerful enough to dent his armor.

Kevin absorbed the metal off of one of the fallen batons they were using and started punching any Knight he could get his hands on.

"There's no time for this," Ben said before closing his eyes to concentrate.

His right hand was glowing brightly before he tightened it into a fist. Each Forever Knight in the area was immediately bound with their hands to their side. Then they converged in one spot before Ben blasted them through a door with a mana orb the size of a bed. None of them moved.

"Ouch," Kevin remarked offhandedly.

"Come on. If there's this much security, that means that Ship must be somewhere nearby," Ben said before continuing forward.

The three of them walked down a set of the stairs that was revealed behind the broken glass wall, and Kevin eyed the broken Forever Knight armor pieces that were scattered around the area. He knew those Forever Knights would be lying in bed the next few days if that was any indication.

"It's so dark down here," Ben said before creating a mana orb to help everyone see. It wasn't needed.

"Welcome young troublemakers. You're just in time for the main event," a man said, a light appearing over where he was standing.

"Where is Ship?" Ben said before his hands started to glow. He only tightened his fists when the scientist smirked.

"Ship?" he drawled. "Oh. Is _this_ what you mean?"

He hit a button on a remote, and more lights cut on to reveal Ship absorbed in some sort of alien spaceship. But he wasn't green anymore. He was red.

"Ship," Ship said, his voice far more sinister in his current state. Soon the Mechamorph started to lock all of the ship's weapons on the three teens.

"What did you do to him?" Ben said, his tone equal parts angry and aghast.

"Made him see things our way. Fire!" he exclaimed. A laser beam was fired, and everyone had to dodge to the side in order to avoid being fried. Though Ben noticed it wasn't with everything Ship had available. Only one weapon.

"That's an Anterian Obliterator. _Nasty_ piece of work," Kevin said, picking himself up off the ground.

"How do I get Ship back?" Ben asked.

"Either figure out what's causing the mind control or blast the ship to pieces, and hope he survives," Kevin said.

"The second one's definitely not an option," Ben said.

"Fire! Fire! Fire!" the scientist yelled frantically.

"No," Ben said, and that one word took all the targeting beams off of the others and had them all fixed solely on Ben.

"What are you doing?" Gwen asked, but Ben held out a hand to placate her.

"Ship. This is not who you are. We're your friends. We care about you. He doesn't," he said, approaching Ship while pointing to the scientist. "You can stop this. Just fight it."

His words were sincere, but he still couldn't help but be ready for a laser blast. His words probably wouldn't do anything to help, and Anodite or not, he didn't want to eat a blast from a ship like _that. _But he knew Ship was stronger than any mind control. He just needed a little help.

"I command you to fire all weapons at the intruders. Now!" the scientist yelled, pointing at Ben in particular.

"Don't do it Ship. I know you're a good boy," he said, a small smile flitting across his face.

There was a moment of tense silence, each side wondering how Ship was going to respond. Gwen and Kevin were right behind Ben in case the situation went south.

Soon a harsh static sound filled the air before green electricity poured from the red light at the top, which then spread throughout the rest of his body. Soon Ship turned from red to green, the targeting lights disappearing from Ben as he changed into his small form.

After that, the Mechamorph did what he normally did when Ben was around. Bound towards him happily while rubbing against his leg. Ben couldn't help but laugh as he picked his pet up.

"That's my boy," he said fondly, hugging the alien life form.

"Aw..." Gwen trailed with a smile, making Ben's eyes widen slightly before scowling at his cousin. Even Kevin was smirking, and Ben fought down the wave of embarrassment.

"Look at this. The great Ben 10 is a softy," Kevin said with a smirk.

"Shut up," Ben said in a somewhat petulant tone while rubbing the top of Ship's head. The miniature Mechamorph nuzzled against his owner, as if trying to comfort him.

"Enough of this," the scientist said before several Knights came rushing in. They all pointed their blasters at each of the teens, who were more than ready for a fight. It wasn't needed though.

With a shudder, Ship suddenly jumped out of Ben's arms before turning into the giant destructive aircraft the Forever Knights were trying to use. Ben couldn't help but smirk at the irony of the situation.

"In some ways, I have to thank you. You just taught him a new trick," he said with a laugh as Ship locked on to each of the Knights.

"Stand down," the scientist said, making the Forever Knights lower their weapons. Ben then walked up to the lead scientist and gave him a right hook hard enough to knock him unconscious.

_"That's_ for messing with Ship," he said with an expression of immense distaste.

With a wave of his hand, each of the Forever Knights were bound before being slammed into each other hard enough for their armor to rattle. Then Ship transformed back into his miniature form, landing right in Ben's arms.

"Lesson one if you want to survive against Tennyson: Do_ not_ mess with his pet," Kevin said, making Ben smirk.

"Damn straight," he said, rubbing the top of Ship's head again.

* * *

A/N: I liked the idea of Ben being more involved with Ship than he was in canon. Half the time, Ben only really saw Ship when he needed to be rescued or he needed to go somewhere off planet. Ship being Ben's pet instead of Julie's would defintiely change that. Hope ya'll enjoyed.


	15. Chapter 15 - Into The Void

A/N: Based on the episode "Voided." With major elements from the episode "Grounded."

* * *

Ben wasn't having a good day. Not at all.

Why? Because the of the few times Ben wasn't paying attention to who was watching, his parents caught him transforming back into his Anodite body after he got out of a fight with a Highbreed.

They had grounded him, taken away any and all electronic device privileges, the works. Not to mention he had a consistent headache from all the yelling she did when he told her he didn't plan on stopping. It was definitely annoying, but it still wasn't stopping him.

_"It's not much of a comfort that Gwen's dealing with the same thing I am,"_ Ben thought as he shot a bolt of mana at the keyhole to unlock the front door.

"Again?" Sandra said distastefully as Ben walked in. It was nearly midnight. On a school night.

"It was just patrol today. Nothing actually happened. I'm going to bed," Ben said tiredly as he locked the door and moved towards the stairs.

"Stop right there, young man, Sandra said sternly.

_"Hello headache. I missed you,"_ Ben thought sardonically before speaking out loud. "What is there to talk about? You can't take away any privileges that I'm already banned from using, and I'm not going to stop doing what I'm doing. Besides, you said you would trust me to make my own decisions."

"That was before I realized you were risking your life," Sandra said.

"I've been doing it since I was ten," Ben said, causing his mother to go stock still. "That entire summer I spent with Grandpa and Gwen? Almost all of it was fighting aliens."

"That's crazy. And he didn't..." Sandra went stock still with both parts shock and fear. "Is that why Gwen wouldn't go near her mother's garden for nearly two years?"

Ben's face immediately became grim. After the Wildvine incident, Gwen was wary of anything that involved weeds of any kind. He knew because he stayed glued to her side for a while when they didn't have any free time.

"Some aliens grabbed her. Dragged her away from me. I... I couldn't protect her," Ben said in a tone that broke Sandra's heart. It was a tone of defeat that sounded like someone who believed they had failed in doing anything that mattered.

_"But,_ that's also part of the reason why I can't let you stop me from protecting people. It is what we do, and I definitely couldn't live with myself if people get hurt and I could've stopped it," Ben told her, his tone now firm.

"Let someone else do it! The authorities..."

"I _am_ the authorities. I was made an official Plumber weeks ago. Magister Galhil even relayed it to the rest of them. Me, Gwen, and Kevin are the official law against aliens that threaten this side of the Milky Way galaxy," Ben said, raising his Omnitrix.

"Besides, if regular police and military go to fight Highbreed and DNAliens, _they will die._ Three soldiers may get one DNAlien. And those are the servants. Of which that are hundreds. Maybe even thousands. A Highbreed? They'd be lucky to kill one of those at all. And there are dozens," he continued with a grim expression.

"Ben... I can't be ok with this..."

"Mom, I _have_ to do this. People will die if I don't. If _we_ don't," Ben told her, pointing at himself then outside to indicate Gwen and Kevin. "We fight these aliens a lot. And we win. We push them back, and no one else has to get hurt."

_"You_ could get hurt," Sandra said, and here Ben couldn't help but give his mother a small smile.

"Please. It takes a lot more than some alien chumps to hurt me," he said before sobering quickly.

"So take away everything that's remotely fun. Ground me, do whatever you feel you need to. But as long as there are people out there threatening the Earth... people that would do terrible things to innocent people, I will not stop. Gwen will not stop. And Kevin will not stop. Until we live in a world that's safe."

Ben walked towards the stairs without saying another word, and Sandra could've cried and smashed something all at once.

_"He took after you too much Max._ Far _too much,"_ the mother thought.

* * *

Sandra looked at her kitchen table, in an extremely solemn mood.

The Tennyson mother wanted a simple life. A good husband, amazing children, and fairly well off living conditions. She did have all of that, but their life was not normal. Far from it.

Not only did he inherit his grandmother's alien genes, but he also inherited his grandfather's penchant for fighting what was right no matter the cost. If Sandra didn't birth Ben herself, she would've wondered if he was their son instead of hers and Frank's.

_"But as long as there are people out there threatening the Earth... people that would do terrible things to innocent people... I will not stop. Gwen will not stop. And Kevin will not stop. Until we live in a world that's safe."_

Sandra wanted to refuse his point. She wanted to reject the fact that out of everyone's child, hers was the one who had to put his life on the line. Along with her niece and some teenage boy. But the problem was that Ben was not going to listen. He was still going to fight. And Ben had _never_ disobeyed her outright before.

But as much as she hated to admit it... she knew he was right. With abilities like his, being able to fight threats like the alien she saw him fighting would be much easier for him than it would be for the military or the police.

_"But why on Earth did it have to be him to shoulder this burden?"_ Sandra thought despairingly.

"Are you proud of him?" a voice said, making younger woman stiffen. Standing across from her was Verdona, a smile on her face like she was enjoying the utter turmoil she was going through.

"Go. Away," Sandra said, her tone frigid.

"It's an honest question. I am proud of Benjamin and what he does. Why can't you be?" Verdona asked.

"I am proud of him. But I'm also..." Sandra stopped herself. She was not talking about this to Verdona of all people.

"Afraid for him?" the Anodite finished before shaking her head. "Believe me. After seeing what Benjamin is capable of, I would be more afraid for the ones that get in his way."

"It doesn't matter! The bottom line is that Ben, _my son,_ is putting his life on the line at the age of _fourteen,"_ Sandra said, gritting her teeth in frustration. "The worst thing he should have to deal with at that age is trying to work up the courage to talk to girls at school! Not fighting!"

Suddenly her plan to not talk to Verdona about this situation had gotten shot, stabbed, eaten, then pooped in a toilet before being flushed. All in a few seconds.

"I agree. But that is not what Ben chose to do. He chose to give up his safety, the guarantee of free time in order to protect people who won't even realize that he's protecting them," Verdona said before her tone softened. "He is so much like Max. He would do anything to make sure people can stay safe."

"That's the worrying part," Sandra said.

"You'll never be able to stop him. He won't let you. And it's not because he's an Anodite. There's too much at stake for him to allow that. Would you back down if you know you were doing something that would keep your family safe?" Verdona questioned.

And with that, the Anodite walked up the stairs. Up to Ben's room, more than likely. She hated the woman, but couldn't deny she had a point. Several points in fact. Regardless, that didn't make coming to terms what he was doing any easier.

The bottom line is that trying to stop Ben wasn't going to work. He was going to fight to protect the world anyway. Because that's just what he did, regardless of what anyone said. Even his own parents

_"My brave boy. A hero at such a young age,"_ Sandra said, a soft smile flitting across her face for a moment before it disappeared. _"I just wish it didn't have to be you or Gwen to risk yourselves."_

* * *

"You're going to teach me how to fly?" Ben questioned.

"Gwendolyn has something she wishes to share with you, and this particular skill may come in handy," Verdona said. "Quite honestly, I should've taught you sooner. It's the easiest thing an Anodite can do."

"What does she want to share with me?" Ben asked.

"I'm sure she wants to tell you herself. Now focus. Infant Anodites learn to fly within months of their birth," Verdona said. "When you were born, your brain thought the most efficient method of travel was walking. On Anodyne, it is flying."

"So everyone just flies everywhere?" Ben asked.

"Floating in the case of residing in their homes, but yes. It eliminates the need for any sort of polluting transportation, which is something humans have yet to find yet," Verdona said.

"Give it about a thousand or so years. You'll be seeing flying cars before you know it," Ben said with a grin.

"I'm sure that will be a monumental occasion, regardless of the aliens who have already developed teleportation," Verdona said drolly. "But back to my point. The trick to flying is that you are able to focus in the mana in your body to make you lighter than air. Something that you did once before."

"Yeah, but because I was upset. It wasn't intentional," Ben reminded her.

"I gathered that. Which is why I am here. Now simply focus your mana, and let it carry you instead of you carrying it. You have an amazing amount of focus, so it shouldn't take but..." Verdona trailed off when Ben was already in the air. "I knew it."

"It was that easy? Really?" Ben questioned, wondering how he didn't figure it out sooner.

"Even the experienced people can miss the simplest of things. With enough practice, you will be able to fly at spaceship like speeds. Not quite as fast as your Aerophibian, but you'll have quite a bit of mobility and a much wider arsenal to use," Verdona said. She frowned when she noticed Ben was looking at the ground with a thoughtful look. "Something wrong Benjamin?"

"You said you regretted what you did to me. Did you mean that?" Ben suddenly said, making Verdona flinch. It was very slight, but there.

"Not about helping you realize your potential, but the method of which I did it. I destroyed your body with no thought put into the consequences. It's not the first time I've made such a decision, but I could live with the consequences of those situations," Verdona said, looking at Ben seriously. "This I could not."

"Would you have done the same to Gwen if I wasn't an Anodite?" Ben asked.

"No. At least she had some semblance of how to use her powers. Of what she was. You knew nothing. _Had_ nothing. It was dwarfed by your use of the Omnitrix," Verdona said, pointing at the device in question. "Quite honestly, it was a losing situation no matter what decision I made."

"And you decided on this one," Ben said, raising his hand. It glowed a bright green before Ben shifted the mana into a sword. Then he made it disappear with a flick of the hand.

"And I can see it wasn't for nothing. Even without official Anodite training, you learned remarkably fast. You could easily pass for an Anodyne combatant if you so wished. If your cousin could see how quickly you learned how energize mana, she would have a heart attack," Verdona explained with a smile of amusement.

"She was there when you taught us how to do it, remember?" Ben reminded her.

"Forgive me. I forget that Sunny resides on Anodyne, so you would have had no interaction with her," Verdona said.

"Sunny?" Ben asked.

"She is another cousin of yours. Though she was manifested through asexual means," Verdona said.

"What? Like a starfish?" Ben asked, making Verdona smile in amusement.

"Yes Ben. Like a starfish," she said gently, making Ben scowl. "I wished for an Anodite grandchild shortly after you and Gwendolyn were born, because I thought you two did not have The Spark. She has lived on Anodyne for all her life, and became quite capable with her abilities. If you want, I can set up a meeting for the two of you."

"Maybe one day," Ben said.

"Perhaps that is wise. I did mention to her that you were my favorite grandchild," Verdona said with a smile.

"You didn't say that," Ben said, thinking the woman was bluffing. When Verdona's smile didn't falter in the slightest, Ben sighed before shaking his head. "Oh, my God. You did say that."

"I speak the truth," Verdona said.

"Yeah, but it doesn't mean you should _say_ it," Ben said. The statement still forced him to fight back a smile.

"Perhaps not. But I should warn you: she would likely fight you for that position," Verdona said with a smile.

"She'd lose. Omnitrix or no." He said it with such confidence that Verdona couldn't help but laugh proudly.

"You are truly an Anodite now. So comfortable and sure of your natural abilities. Those are the traits of our race. The only thing you were missing before," she said.

"And this is hardly the surface of everything, is it?" Ben questioned.

"Heavens no. There are many more things an Anodite can learn. But that is saved for if you ever decide to go to Anodyne. For now, I'll teach you what I can," Verdona said.

"Thank you," Ben said before holding up his hand. "And before you say it was the least you could do, no it's not. The least would involve doing nothing. But you stayed and owned up to it."

"Yes, well... that is not how I want my grandchildren to remember me. The evil grandmother who destroyed her grandson's body. I would at least like a chance to mend that fence," Verdona said.

"Well... if it makes you feel any better, you're doing a very good job," Ben said, making Verdona smile. It was that kind of warm, genuine smile that actually made Verdona seem like a grandmother.

"I'm glad. And now that you know how to fly, you'll be able to move a lot more effectively. Just make sure and practice so you get better at it," Verdona said.

"I will. Thanks grandma," Ben said, and the sentence made Verdona smile widely. No 'Verdona,' and no 'grandma Verdona.' Just 'grandma.'

"I'll see you later kiddo," the elder Anodite said before teleporting away. Immediately, Gwen walked in the backyard.

"That Verdona?" Gwen asked.

"Yeah, she just wanted to show me this," Ben said before jumping and flying in the air carelessly.

"You're teaching me that later," Gwen said, eyes following him as he moved in the air.

"You know, I wouldn't say no to a please," Ben said with a smirk.

"I never asked you for a please," Gwen reminded him.

"Because you offered, remember?" Ben reminded.

"Just show me how to fly later, you idiot. _Please,"_ Gwen said sarcastically.

"Well, you only had to ask," Ben said with a grin, landing next to her. "Alright, let's focus on what you came here for. Verdona told me you needed to talk to me about something?"

"I got a message through my energy field. I don't want to have to tell it twice, so we should wait until Kevin gets here," Gwen said as she took a seat on the bench.

"You can't even give me a hint?" Ben asked.

"I wish I could give you a mint instead. Your breath stinks," Gwen said with a wrinkled nose. "Did you have another one of those wheat grass and turnip smoothies?"

"Onion and chili pepper," Ben corrected.

"You know, it's no surprise you turned out to be an alien. No normal human likes flavors like that," Gwen said with a grimace. "You do know those flavors are meant to be gags right? Mister Smoothy gets paid to make those."

"Doesn't mean I can't take advantage," Ben said with a smirk.

"May God help whatever girl you decide to date in the future," Gwen said with a small smile of amusement. But it quickly disappeared when she felt her forehead suddenly spiked with pain.

"You ok?" Ben asked, putting on a hand on her shoulder.

"Getting something," Gwen said, her eyes turning pink. Almost immediately, an image of a familiar person appeared in a mana bubble. Ben immediately recognized who it was.

"That's Helen. Hello?" Ben asked, waving his hand in the air as if trying to flag down a helicopter.

_"Can you hear me Gwen? Did you find Ben? We need help!"_ Helen exclaimed.

"Guess this is just a message," Ben questioned as Kevin joined them in the backyard.

"A hologram? Whenever I come over, you're never playing video games or something," he said.

_"I can't hear you,"_ Helen said. _"If you're getting this message, it's important. Please help us."_

"It's hard to focus," Gwen said with her eyes closed. Ben was about to offer his hand, but then stopped when he realized that would do nothing with helping her focus.

_"There is terrible danger! We need help desperately! It's a matter of life and death! Please!"_ Helen said before the connection died. Gwen's knees buckled, but Kevin and Ben held an arm to help keep her upright.

"You ok?" Kevin asked with a concerned look on his face.

"Yeah. At least better than those Plumber kids," Gwen said.

"Looks like they need our help," Ben said, looking where the hologram was before.

"We _did_ warn them that the Null Void was dangerous," Kevin said.

"If they're finished rallying everyone there, then we can just pull everyone out at the same time. By the looks of things, they've hit a dangerous roadblock," Ben said before looking to Gwen. "You think you can open up a gateway to the Null Void?"

"I might be able to, but who knows how long I'll be able..." Gwen trailed before looking at him. Her expression immediately became wary. "You're not thinking of..."

"Someone has to do it. It may as well be someone who's got eleven different ways to kick ass," Ben said, punching his open hand.

"And that's exactly why you shouldn't go. If you get lost..."

"I'm not going to let that happen," Ben said in a serious tone.

"You barely made it out of the Null Void the first time," Gwen reminded him, her tone suddenly sharper.

"I had Vilgax and Kevin on my tail at that time. Plus I wasn't an Anodite. I doubt there's anything in there that could be more dangerous than that," Ben reminded her.

"I think I got something that might help," Kevin suddenly brought up.

"What is it?" Ben asked.

"It's called the Plumber Snake. It's a pan-dimensional retrieval system that we can use to keep you tethered to Earth while you look for those Plumbers' kids," Kevin said before smirking. "I know. You're glad I have it, right?"

"Very. Sounds like someone would miss me," Ben said with a smirk.

"I've got better things to do than attend your funeral. So how about we make sure that doesn't happen?" Kevin said rhetorically.

"Lead the way then," Ben said.

* * *

"You good?" Gwen asked.

"It's secure," Ben said with a nod before Gwen opened the portal.

"I retraced the energy path from Helen's message. Hopefully it'll lead you to her location, but I don't know how long I can keep this open," she said.

"Let's hope long enough," Ben said before hopping through it. The jetpack on his back was unneeded, given that he knew how to fly, but it would help him fly a lot faster.

_"If this is a pocket dimension, I'd hate to see what the regular ones look like,"_ Ben thought, eyeing the vast space. But a scream snapped him out of his musing.

Looking the side, he saw that someone was being held by the squid creatures he remembered being in here from his last visit. It was almost like yesterday with how well he could recall it.

"Helpers! Assist me! Helpers!" the alien exclaimed.

"I'm coming!" Ben exclaimed before speeding off towards him.

Cocking his hand back, Ben shot a mana disc at the Null Guardian that forced it to let go of the captured alien.

With a tendril popping out of his head, he quickly managed to pull the alien out of harm's way. Of course, the Null Guardian didn't take too kindly to what he did if its screech was any indication.

The creature fired a laser beam at Ben, who blocked it with a shield. Then he immediately dropped the barrier before firing a powerful mana beam at it. This time it was out for the count if the hole in the middle of its body was any indication.

"You ok?" Ben asked, guiding the alien he rescued to a nearby rock. It was strange how natural it was to be flying in the air like he was, but that might be because of this place's gravity.

"I knew it! I knew once news of my capture spread, The Wrench would never let me fall into the hands of D'Void! We must flee. He'll be back. And not alone," the alien said in a panicked tone.

"Um... sure," Ben said before grabbing his hand and flying off. The only thing Ben caught out of that entire thing was 'The Wrench' and 'D'Void.' Sounded like he had a good guy to ally with and a bad guy to stop. There was a lot of catching up to do.

They settled down in some sort of crater to hide in with a fire down in between them. Ben didn't need it, given how he didn't feel particularly cold in this dimension. It was more for the other guy than him.

"If you know The Wrench, he must be warned. This entire dimension is becoming destabilized," the alien told him.

"Wait one second. Who is the Wrench? What are the Helpers?" Ben questioned.

"You're not a Helper?" the alien asked in a surprised tone. "But even so, how could you not have you not heard of The Wrench? The only person who dares defy D'Void and his Null Guardians?"

"I just got here, so I don't know anything about what's going on. Now if you could just start slow..." Ben didn't get to finish his sentence because the area next to him was immediately pelted by lasers.

"Null Guardians!" the alien said, pointing up at the creatures.

Ben didn't need to be told twice in order to prepare himself for battle. But before he even got to fire an energy blast, there was a hearty "Yeehaw!" that definitely didn't come from one of those creatures.

Looking at the source of a few blue energy blasts, he could see that Manny, the Fourarms Plumber's kid was riding in on some flying alien.

And Helen, unsurprisingly, wasn't very far behind. She flew into the Null Guardians that were near them at a swift speed, which forced them to retreat back.

"Well, that just makes my job easier," Ben said, which caught Helen's attention.

"Ben?" she asked, looking significantly more cheerful at his presence. "I'd knew you come."

"Reporting for duty," Ben said with a two fingered salute.

"What are you doing here?" Manny asked with a raised brow.

"I called him here. We need him Manny," Helen said.

"Say no more. If you've found everyone who deserves to be pulled out, just get them here and my friends can pull us back to Earth," Ben said with his hand outstretched.

"No Ben," Helen said in a serious tone, surprising the young Anodite. "You don't understand."

Before she could elaborate any further, a loud roar sounded from the sky. Well, it was a lot of roars at the same time, more like.

"It's D'Void," Manny said seriously.

"It's the Null King! All is lost!" the alien said, covering his face.

"Oh, good grief," Ben said, floating in the air when Manny put the alien straggler on his flying steed and got him out of harm's way. "Where is he?"

"You should go too. You're too valuable to fall into D'Void's hands," Helen warned.

"I doubt he's worse than the worst guy I've faced," Ben said, his hands starting to glow brightly. But before he could go any further, the cable on his back stopped him from going any further. "You've got to be kidding me."

Looking upward, he saw that Helen and Manny were doing a good job of holding off most of the Null Guardians. But there was a big congregation of them in the center that eventually dispersed to reveal D'Void.

"Wait... Animo?" Ben questioned with a raised brow at his new look. "Looks like one of those actors from those muscle enhancement pill ads."

He tried pulling on his cable some more, but it was obvious that this was as far as it went. There was no way he was going to let Helen and Manny fight this guy alone, so, with a swift gesture of the hand, he cut the cable on his back with a small mana blade.

_"Sorry guys, but this has got to be done,"_ Ben thought before flying forward.

He watched Animo throw Manny to the side and caught him before he fell in the void. As for the Null Guardians that were chasing him, they were easily repelled by the energy barrier Ben surrounded them with. He had to put a shield around Manny so he wouldn't get hurt, but his multitasking with his powers had gotten great.

"Who dares?!" Animo said threateningly.

"I dare," Ben said floating forward while his hands were imbued with energized mana. "Surrender, and I might let you live."

"You dare to threaten me, creature?" Animo said.

"I do Dr. Animo," Ben said before wrapping a tendril around the madman's neck.

Animo let Helen go in the process of trying to pull it off, and Ben responded by hitting him in the shoulder with a blast that was powerful enough to blast a hole through the Null Guardians.

Ben was surprised when the beam only left a burn mark. But it also knocked the good Doctor quite a ways back, impacting into several rocks.

"How do you know my name?" Animo growled, holding the spot he was hit at.

"I know many things. Including the fact that you will lose this day," Ben said, glad Animo didn't seem to recognize him. It might be better if the mad scientist didn't know who he was.

"You know nothing," Animo said before mounting one of his Null Guardians and flying off.

Ben moved to go after him, but a ton of the other Null Guardians swarmed him. Between keeping the lasers off of him and Manny while trying to take them out, Animo managed to get away.

"Dammit," Ben cursed, kicking the patch of dirt next to him.

"D'Void retreated. Whatever you did hurt him," Helen said, looking to Ben with wide eyes.

"It's called supercharged mana. That was strong enough to blast a hole through those Null Guardians. I'm surprised he only got away with a burn mark," Ben said, raising an eyebrow at the spot Animo retreated. What did he do to make himself so strong?

"Whatever it is, it makes it borderline impossible to beat him," Manny said grimly. It was then Ben noticed the Tetramand's robotic hand, and the sight of it made Ben angry.

"Animo, I swear I will wring your slimy little neck," he growled.

"Don't worry about it. Why do you keep calling him that?" Manny asked.

"Because that's 'D'Void's' real name," Ben said, making Manny frown thoughtfully.

"Let's get out of here. I think you and the Wrench need to meet," he said, making Ben nod in agreement.

* * *

"So this is where you all live?" Ben asked, looking around the wasteland.

"No. We're taking you to where _he_ lives," Manny corrected. "We live... wherever."

"Helen! Manny!" a voice exclaimed, and Ben looked up. If Ben was making a good guess(the spikes on his body totally weren't a dead giveaway), this must've been Pierce. "What have you done? You brought an outsider here? Nobody gets to see The Wrench. Nobody."

"If you want my help, I'll have to," Ben told him.

"Pierce, this guy's the reason we came to find you. And by the looks of things, he's fully capable of going head to head with D'Void," Helen said.

"Maybe. Or maybe this guy's just a shapeshifter showing you what you really want to see," Pierce said.

"I wish had that much experience as an Anodite. Speaking of which, you can't transform into a pure Anodite. It's impossible since we don't have DNA," Ben explained, his hands creating a small ball of mana and bouncing it back and forth. "But hey. You don't want to show me? That's cool. I'll just find him myself."

"There's only one way to get to the Wrench. Cross here..." Pierce trailed before landing. "...and through me."

"Fine with me," Ben said with a shrug as he walked forward with his hands behind his back.

"You feel that confident to not even have your hands ready?" Pierce asked.

"You'll know why soon enough," Ben said, still standing with his hands behind him.

"You're dead meat spy," Pierce said, the spikes on his arms extending.

The spiked teen charged forward, but Ben only grew eight tendrils from his head and sent them all forward. Pierce managed to smack one away, but the rest of them quickly wrapped around his arms and legs to hold him in place. No matter how hard Pierce struggled, he couldn't get free.

Shooting spiked quills also didn't work because Ben was able to block those with a small shield that appeared with a lazy wave of the hand.

"And that's why I didn't raise my hands. I've got octopus hair," Ben said with a smile, pointing to his head. "Still think I'm a spy? If I was, I could've thrown you into the void ten times over."

"I noticed," Pierce admitted as Ben let him down. Looking behind him, he could see Manny pointing a gun at him.

"He wouldn't have lasted much longer if he did," he said before lowering it.

"We all have our dreams Manny," Ben said with a grin that made the Tetramand look at him with an annoyed expression. He knew he was just being an ass at this point, but that was part of the fun.

_"Holy crap. I really _do_ sound like Verdona,"_ he thought, a bit surprised by that revelation.

"Why should I take you to the Wrench?" Pierce asked.

"Because given what Helen and Manny have told me about him, you could really use help stopping him. Plus I'm your best chance of taking him down, given I've beaten him and bad guys far worse," Ben told him.

"You've fought D'Void before?" Pierce asked, raising an eyebrow.

"He used to call himself Dr. Animo, and didn't look like he took steroids, but yeah. I've beaten him several times before," Ben said before crossing his arms. "So what's it going to be?"

Pierce had his doubts. This guy was a little too confident for his liking, but there was one thing about him that stood out. The watch on his wrist. It had the symbol of the Plumbers on it. It wasn't a badge, but it looked about as meaningful as one. Probably even more.

"Alright, I'll take you to him. Besides, you're too much of a powerhouse for D'Void to use you as nothing but a spy," Pierce deduced.

"Animo always had all the subtlety of a battering ram in the first place," Ben said with a snort. "Figuratively and literally. Also, if you want, we can rematch without powers."

"You can fight without em?" Pierce asked with raised brows.

"I'm a black belt," Ben said with a shrug.

"Maybe another time," Pierce said before walking forward.

The teenager lead him to a gigantic structure with smoke pouring out of the top. Whoever this Wrench was, it looked(and smelled) like he was cooking something. Nothing good though.

"Um... don't eat anything he offers you," Pierce said, pulling the sheet back.

"Thanks for the heads up, but I think my nose beat you to it," Ben said before smiling sadly. "Smells like something my grandpa would make."

"Are the people on your planet that bad of cooks?" Pierce asked.

"I was human at some point, believe it or not," Ben said.

"Really? What happened?" Pierce asked.

"I ran into a bright light," Ben said simply, and there was no way Pierce was going to question any further. Not only did it require elaboration that they didn't have time for, but it didn't sound like a story that would be very pleasant to hear.

Walking further in, Ben could see The Wrench sitting in front of a fire while wearing a cloak. One hand was holding a pot over the flames.

"Um, Mr. The Wrench? I heard that this whole dimension is destabilizing, and you've got a problem with D'Void," Ben said.

"How about we discuss it over a bowl of my famous centipede gumbo?" the man said with a smile, turning around and taking his hood off.

Nothing. Repeat,_ nothing_ could've shocked Ben more in that instance. He stood frozen in place, unable to say anything. Then, regardless of any reservations about the idea, tears started falling down his face.

Max was surprised at the sight. The ex-Plumber noted that the Anodite in front of him didn't look sad at all. Just surprised. Surprised and... relieved.

"Grandpa Max?" he said hoarsely.

"Grandpa..." Max's eyes glanced down and saw the Omnitrix on his wrist. It wasn't a transformation, because it was impossible to transform into an Anodite. Max knew that. And he only knew one person who had the Omnitrix. And that voice... Other than the echo, it sounded just like...

"Ben?" Max asked, hardly believing what he was seeing.

"Yeah. I know I'm... different, but it's me," Ben said before he was pulled into one of his grandpa's hugs. That was how he knew this wasn't some sort of screwed up dream. His grandpa's hugs always felt like he was holding on for dear life.

"You're an Anodite?" Max asked.

"Yeah. I didn't knew either. Until I met Verdona," Ben said, making Max's eyes widen.

"Wait, you saw Verdona?" he asked.

"I did. She's, uh... she's actually been coming around a lot lately," Ben said as he separated from his grandpa. "I'll explain later. How are you here?"

"When I detonated that Null Void grenade, it didn't blast me to kingdom come. It blasted me here," Max said, smiling sadly when he saw Ben wiping away his fallen tears. He didn't think he ever saw his grandson cry. "I meant to come back home. But once I saw how badly these people were being oppressed..."

"You took it upon yourself to try and stop Animo yourself," Ben finished. That was one of the many reasons he always looked up to his grandpa. And the reason he always smiled when Verdona compared him to Max.

"Or at least try and throw a monkey wrench in the machinery," Max said.

"Hence The Wrench. And the Helpers... Plumber's Helpers!" Ben said with a snap of his fingers. He looked over to Pierce. "I just got it."

"Pierce here helped me round up everyone willing to fight D'Void. But enough about me. What are you doing here? How did you get here? And how on earth did Pierce beat you?" Max asked, knowing Pierce wasn't usually the type to let anyone willingly walk to his location.

"He didn't," Pierce admitted.

"As for the first two questions, I came here cause Helen contacted Gwen. I volunteered to go in and pull her out. And the girl in question is your answer as to how I was able to get here," Ben said with a smile.

"How is she?" Max asked.

"Good. She took the Null Void bomb incident pretty hard," Ben said.

"Yeah. Looks like she wasn't the only one," Max said solemnly, putting a hand on his grandson's shoulder. Ben couldn't make eye contact with his grandpa in that moment. "I'll make sure and come back when I can, but for now, we've got work to do."

"What can I do to help?" Ben offered.

"I'll fill you in soon enough. Pierce. Gather your team," Max said.

* * *

"Let me go Kevin!" Gwen said, trying to struggle out of his grip. It was hard to try and make a Null Void portal _and_ struggle out of Kevin's grip. Given how it disappeared like gas in front of a fan, she wasn't that good yet.

"I can't let you go in there!" Kevin exclaimed, holding onto her arm tightly. He was trying not to hurt her, but she was making it difficult with how erratically she was struggling.

"Yes you can. It's as simple as letting me go," Gwen said with a scowl.

"Look, if anyone's capable of surviving the Null Void, it's Ben. Besides, if you want to get him back, you need stay strong so you can get that portal open," Kevin reminded her.

Gwen took a deep breath, knowing what Kevin said was right. But at the moment, she didn't care for logic very much. She just wanted to go in there after him.

"I'll keep trying to get it open. If I don't find him when I do, I'm going in whether you like it or not," Gwen told him stubbornly.

_"Whatever you're doing in there Tennyson, you better hurry it up,"_ Kevin thought.

* * *

"Now!" Max exclaimed before everyone hiding beneath the bags jumped out.

Now knowing that these aliens were actually vital to the way the Null Void functioned, Ben toned down the power of his mana blasts by quite a lot. He just hit them hard enough to make them stay down.

"Ben! Clear us a path to the voider! Pierce, you're with me!" Max said. "We're taking that thing out!"

"Say no more," Ben said before closing his glowing fist. All of the Null Guardians that were still actively flying were bound together by rings of mana before being tossed to the corner. That was easily his best trick for clearing out a room.

"You're good at that," Max noticed.

"Good teachers and plenty of target practice," Ben said with a smile. But when he saw a shadow fell over them, he immediately dropped his smile while turning around. "But it's not over yet."

"Max Tennyson. So you're the mysterious Wrench," Animo said before looking over at Ben. "I see you've managed to get yourself an Anodite on your team. Such powerful creatures."

"The only creature here is you," Ben said with a glare before firing a mana beam at Animo.

The person in question raised a hand to try and block it, but the force of the blast knocked him down.

"Unbelievable. I've hit Forever Knights with beams like that, and it broke the armor and a few bones. Not much of anything there," Ben said with a frown.

"My power is beyond you Anodite," Animo said with a sinister smile.

"Give me a moment. I'm sure I can prove you wrong," Ben said before growing four different tendrils out of his head. He launched them at Animo, who grabbed two of them before starting to swing Ben around like a rope in a rodeo.

The mad scientist pulled Ben in to try and punch him, but the Anodite spun in mid flight to dodge the fist while angling himself so his foot would hit Animo's face. The blow was hard enough to make him let go of Ben's tendrils.

The moment Ben was free, he raise an energized mana barrier up sending Animo flying into the wall hard. Then he chained it with two energized mana orbs that blasted him even further in the wall. Despite all of this, the only visible damage was a couple of burns and bruises.

_"I'm actually not holding back, and I'm barely scratching him,"_ Ben thought before noticing some blue energy was attracted to him._ "Now I get it."_

"He doesn't seem to be going down," Max said, taking up a position next to his grandson.

"Not while that furnace is up, he is. I think he's somehow drawing energy from it," Ben said before glancing at Animo, who was starting to rise. "Hang tight. I'll take care of it."

"How?" Max asked.

"Something tells me a cold front will be coming," Ben said with a wink before taking a step off the furnace. With a quick dial of the Omnitrix, Ben transformed into Big Chill. "Now to cool this thing down."

It took a few seconds, but eventually, he was able to freeze the entire inside solid. And Animo's power likely went with the fire.

_"I wonder if this alien is cold enough to handle Heatblast?"_ Big Chill thought mindlessly before raising an ice pillar to bring himself back up to the surface. Then he transformed back into his Anodite form.

"Well, that was fun. What's next?" Ben said with a smile before hopping down with the others. Then he noticed the unconscious Animo. "Hit him with the ol' one-two?"

"There's nothing like a classic," Max said with a smile as everyone started cheering. "Pierce, take charge of D'Void. Helen, Manny - Make sure everyone is out of those mines. And keep a lookout for Guardians. We still got a lot of work to..."

Max was interrupted by a bright pink light shining. It was Gwen, who looked like she was pulling open the portal forcefully.

"Ben, is that you?!" she said, smiling at finally finding him.

"It's not just me. Look who's with me," Ben said brightly, gesturing to Max.

"Hi pumpkin," he said, waving at her.

"Grandpa!" Gwen exclaimed happily before struggling with the portal again. "I can barely keep this doorway open. You've got to hurry."

"You heard her. Let's not keep her waiting," Ben said, looking to him.

"I can't go Ben. Not yet at least," Max said, making his grandson sigh.

"You're still not finished here, are you?" Ben said in a disappointed tone.

"No. We need to make sure those Guardians are working like they're supposed to. So everyone here is safe," Max said.

"And then you'll come back, right?" Ben said.

"You bet I will," Max said with an encouraging smile. Ben then stepped forward and gave his grandfather a hug.

"Stay safe grandpa. Because if you don't, I'll find a way to bring you back just to kill you myself," he said with a smile, causing his grandpa to smile fondly.

"You've definitely been talking with Verdona. That was something she told me a lot when I was a Plumber," Max said, his smile growing wider. "Speaking of which, don't tell her I'm here yet. She'd probably insist I leave if she knew I was alive, and I don't know if I could disagree."

"Sure thing," Ben said before giving Max one last hug. "Stay safe, grandpa."

"Sure thing kiddo," he said with a smile. Ben stopped hugging his grandpa before hopping in the portal. Thankfully, he was able to do it easily with his flight.

"What happened in there? Gwen went stir crazy when the cable snapped," Kevin said.

"I did not go stir crazy..." Gwen started indignantly.

"I kinda had to cut the cable loose earlier," Ben said, sheepishly rubbing the back of his head.

"You willingly cut that cable?!" Gwen and Kevin exclaimed at the same time.

"It was holding me back! If I didn't, Manny would've gotten ripped apart by the Null Guardians!" Ben defended.

"Still, you could've detached the cable instead of cutting it," Kevin said.

"Wasn't thinking about that at the time," Ben admitted.

"I can see why. Well, at least we know that grandpa's alive," Gwen said, a smile finally breaking free on her face.

"Wait, he's in the Null Void?" Kevin asked with a shocked expression.

"Apparently. The explosion only teleported him instead of blowing him to pieces. But he's still not done. The Null Void's a mess thanks to Animo," Ben said with a shake of the head.

"Animo was in there too?" Gwen questioned before holding up a hand. "Start explaining before my head explodes from all this news."

"Sure," Ben said.


	16. Chapter 16 - Invasion Day

A/N: Based on the episode "War of The Worlds" double part episodes. This is the longest chapter thus far.

Keep in mind that this is a gigantic skip, and I did skip three episodes to get all the way here. It would be kind of interesting to have the baby alien see Ben in his Anodite form as well as Gwen in the "Unearthed" episode, but like with Paradox, there aren't enough changes for it to warrant a full chapter. Plus I'd change how badly the team got thrashed by simple DNAliens in the "Inside Man" episode, but again. Small things.

P.S., prepare for an author's note the size of Narnia at the end.

* * *

Ben's mind was in a daze all the DNAlien activity lately. Drilling underground. Using giant keys to warp space. Hiring Spidermonkey mercenaries to retrieve crystals. It was all leading up to something big. But what?

School passed by with Ben paying even less attention than normal, causing him to give distracted answers to questions because of his preoccupied thoughts.

_"At least I can lose myself in my thoughts at lunch without getting in trouble for it,"_ Ben thought, fiddling with his food.

"You look distracted," Julie said, causing Ben to look up.

"You could say that," he said before managing to smile. "Just a personal problem."

"It wouldn't have anything to do with me, would it?" Julie asked with a smile.

"No. My grandma and my mom just have a hard time getting along," Ben admitted. It was a truth. It just wasn't what he was thinking about.

"Ah. Arguing relatives. That's happened a time or two with my folks. And somehow, I always manage to get caught in the middle," Julie said.

"Happens more often than you'd think. If you want, you can go talk with your friends. Don't have to worry about me," Ben said.

"If I didn't know any better, I'd say you were trying to get rid of me," Julie said with a raised brow.

"It's not that," Ben said shaking his head.

"Is the problem the opposite?" Julie asked, making Ben tilt his head at her.

"What do you mean?" he asked. Julie blew out a puff of breath before swallowing any nervousness.

"I'm asking if you like me. Cause I like you,'" she said, making Ben's eyes widen.

"Oh," he said, scratching the back of his head.

"I've made things awkward, haven't I?" Julie said, scratching the back of her head as well.

"Kinda. You're definitely awesome Julie. But I'm not really the dating type," Ben said honestly. With the state his life was in currently, he couldn't ever be the dating type.

"Have you ever dated?" Julie asked.

"No," Ben said with a shake of the head.

"Then how do you know that?" Julie asked.

"I just know. Look..."

"It's alright," Julie said with a wide smile. But Ben could tell it was a little forced. "I don't want to force you to do anything you don't want to do."

"Great. Now _I've_ made things awkward," he said with a sigh.

"You haven't. It's just not something a girl really wants to hear, you know?" Julie said, averting her gaze. Ben nodded, and even though he knew Julie understood, he still kinda felt like shit.

* * *

"Some part of me just wishes I could tell her," Ben said, rubbing his temples.

"You did the right thing. Whether you realize it or not," Gwen said.

"I still feel like the bad guy," Ben said.

"Well, don't. You told the truth. That's no reason to feel bad. Besides, if you did tell her, there's a high chance she would've freaked," Gwen reminded him.

"I know that," Ben said in an exasperated tone.

"But there's also a high chance she wouldn't. Something about her just makes me feel like she'd stick with you through a lot," Gwen said.

"You've known her for a few weeks. How could you tell?" Ben asked.

"I don't know. It's just one of those feelings. Besides, you deserve a nice girl to date," Gwen said with a smile.

"I obviously can't kiss her with this thing on," Ben said, grabbing his ID Mask and waving it in the air.

"Maybe she won't mind the metal taste," Gwen said, and Ben gave her such a baffled look that she couldn't help but grin. "It'll help her keep the iron in her diet."

"A crystal ball would be more useful than you right now," Ben said flatly. "Come on. Be serious."

"It's good to make serious decisions at such a young age," a voice said, making both cousins turn to look at the door. Paradox was the one standing there. "They save a lot of time in the future."

Ship quivered in Ben's arms, obviously wary of the sudden appearance of the man. But Ben calmed him by running a hand down the alien's back.

"It's ok boy," he soothed before looking up at Paradox. "I assume this isn't a social call."

"I should be offended at such a statement, but on this occasion, you are correct," Paradox said.

"What is, Professor?" Gwen asked, getting to her feet.

"You'll both have to come with me. I need to discuss this with your friend Kevin as well," Paradox said.

"This doesn't sound good," Ben said before standing up.

"It usually never is," Gwen said as they teleported away.

* * *

"Unless we stop them before they complete the hyperspace jump gate," Paradox said.

"It should be simple enough to find. Even if they cloak it," Azmuth said.

"It would have to be some place with an enormous supply of Quartz Crystal. To stabilize the matter transmission frequency," Paradox said.

"There's an abandoned Quartz mine in Los Soledad," Gwen pointed out.

"And then there was the giant arch they were working on when we went to go rescue Cooper," Ben added.

"No question that's where the jump gate is. So we know where we gotta go, and what we gotta do," Kevin said, tightening a fist.

"Getting to it definitely won't be easy if the invasion is so close," Ben said before removing his ID Mask. "So how about we get some help?"

"You thinking all the Plumber's kids we've recruited?" Gwen said.

"Exactly. We should round up everyone we can get. Better to go in over prepared than under," Ben said.

"I'm sure your grandmother would also be willing to be of some help. All you have to do is contact her," Paradox said.

"Contact her how? She normally just shows up," Ben said.

"Oh, then I guess she hasn't told you yet. Tricky time frames," Paradox said with a shake of the head.

"I'm not sure how it works, but Anodites are able to contact each other through something akin to telepathic means," Azmuth interjected. "Something about connecting with the mana of someone. I'm unsure of the exact details."

"Now's not a time for him to learn a new trick. Couldn't you just go and get her?" Kevin asked.

"No need," a voice said, causing them all to turn around. Verdona was in the air floating above everyone with her hands on her hips. "The Highbreed's been invading all over the place. I noticed they haven't dared to attack Anodyne yet."

"I doubt they want that level of trouble," Ben said, sharing a smirk with his grandmother. Gwen and Kevin both raised an eyebrow at the gesture, noticing Ben seemed to be a lot more comfortable with Verdona.

"You sure she won't try and blast Gwen's body in the middle of the fight?" Kevin asked with narrowed eyes.

"Unless she asks me to, which I doubt," Verdona said, looking at Kevin with the same cool look she would give Sandra.

"Now's not the time for this you two. We need to get moving," Ben reminded them.

"May I suggest you send your teammates out for that job?" Azmuth asked.

"Why?" Ben asked.

"I would like to have a word with the wielder of my Omnitrix... in private," Azmuth said.

"Right. Like I'm going to miss this," Kevin said with a smirk. "See you when you get back, Gwen."

"Not so fast Levin. There's work to be done, and I'm not doing it alone," Gwen said, grabbing Kevin's arm firmly and leading him over to Paradox. Both Verdona and Ben looked amused at the situation.

"Want me to stick around?" Verdona asked her grandson.

"No. I got this. Go with Gwen and Kevin. Make sure everything goes smoothly," Ben told her.

"My patience for him is a bit limited," Verdona said, her gaze locked on Kevin.

"Don't condemn him too much," Ben told her.

"I suppose so. Since his reasons for disliking me are understandable. But don't be surprised if he comes back with tape over his mouth," Verdona said with a wry smirk before Paradox teleported everyone except for Ben and Azmuth away. Then the wielder of the Omnitrix turned to its creator.

"Alright. I'll all ears," Ben said, his gaze solely on the Galvin.

"Do you fully understand the risks you are taking fighting the Highbreed invasion?" Azmuth asked.

"You think I don't?" Ben questioned.

"I haven't seen evidence to the contrary," Azmuth said.

"Since I got the Omnitrix, there is one thing I always understood. Aliens attack and try to take over the world. Or worlds. Fighting them and risking death is what has to be done if I'm going to stop other people from dying. So yes. I fully understand what I'm risking," Ben explained with his arms crossed.

"You have more to lose than just your life if you die. If you die, humanity dies with you," Azmuth said with a serious expression.

"I don't make a habit of losing. No matter the odds," Ben said, raising a clenched fist. "I fight with everything."

"And if it isn't enough?" Azmuth asked.

"It always is. It has to be," Ben said, his gaze unflinching.

"Your disregard of the enormity of the odds against you is precisely why I cannot allow you to take the Omnitrix into battle. I have told you that the secret of the Omnitrix is it allows you to walk a mile in the shoes of other life forms," Azmuth explained before shaking his head. "This is not the complete truth."

"Then tell me the full truth," Ben said seriously.

Ben Tennyson being an Anodite instead of a human was not the only change Azmuth noticed about him. He was far less serious in his adolescence. Carefree, even.

Because that expression on his face now... that deathly serious expression... it showed the Galvin just how much fighting aliens changed him. He knew fighting the Highbreed wasn't going to be easy, but was willing to do it anyway. Whether it was due to bravery, ignorance, or both.

"Are you sure you can handle this?" Azmuth asked.

"Of course I do. I'll do whatever it takes to get the job done. I won't let people die if I can help it, and I can most surely help it. Not to mention there's nothing me, Gwen, and Kevin can't handle when we put our minds to it," Ben said seriously. "Now are you going to tell me the full scope of the situation? Or can I go with Gwen and Kevin to help them prepare?"

Azmuth sighed while putting a hand between his eyes, which was technically his forehead. He hadn't interacted with an Anodite in so long, he had forgotten how volatile they could be.

"The Omnitrix is the last hope of all alien species destroyed by the Highbreed," Azmuth started.

"Keep going..." Ben trailed, raising an eyebrow out of pure interest.

"I have stored within it - DNA samples of every intelligent life form in the Milky Way Galaxy," Azmuth said.

"I know. Ten thousand of them," Ben told him.

"As I am continually forced to point out, you know very little," Azmuth said, making Ben raise an eyebrow. "There are over one million samples encoded in the Omnitrix."

Ben's eyes widened at the amount. Then again, it made sense. In that future, the model was very similar to the Omnitrix when he first found it. The one on his wrist now had underwent a major design change. An upgrade, even.

"And with it, you have the power to return to life any species the Highbreed exterminates. Including the human race," Azmuth said.

"But not the people themselves. My friends. My family..."

"Will all die for nothing if you lose the battle with the Highbreed. If you are destroyed with the Omnitrix, then there is no hope. Not for humanity. Nor any other race the Highbreed extinguish afterwards," Azmuth explained, looking increasingly agitated. "The Omnitrix is Noah's Ark. And you are Noah. I cannot allow you to participate in the final battle."

"Allow me? I wouldn't even listen to my parents if they told me to sit it out, let alone you," Ben told him.

"Then I'll take the Omnitrix from you," Azmuth said, taking a threatening stance. Or, at least as threatening a stance the miniature creature could take.

"You want to try?" Ben asked, a hand lighting up full of mana.

Azmuth was one of the smartest beings in the galaxy, if not the smartest. So he knew it was foolhardy to try and do anything to an Anodite who also happened to be wearing his Omnitrix. Especially with nothing at his disposal.

"Very well," Azmuth sighed. "If you insist on this foolishness, perhaps it's best you have the full power of the Omnitrix to aid you. Access Master Control."

In a flash of green light, the Omnitrix made a loud wooshing sound. With a loud whir, the Omnitrix symbol shrunk before reverting to its original size.

_"Master Control unlocked,"_ the Omnitrix said.

_"Everything's_ unlocked? How many aliens can I turn into?" Ben asked.

_"One million, nine hundred and three genetic samples available,"_ the Omnitrix responded.

"Not to mention my natural abilities..." Ben said, growing a tendril out of his head before putting it back in.

"The Omnitrix's menus are arranged in sets of ten for simplicity's sake. But with voice command, you can choose between most to all aliens you can think of," Azmuth explained.

"Thanks," Ben said with a smile.

"Simply survive the battle. That will be thanks enough," Azmuth said, raising a hand.

"I'll do more than that. I'll win," Ben said with a wide grin. Then a flash of blue light outside caught his attention.

"Man, when I said everyone, they took it quite literally," he mused, looking at the people that were brought. Their helpers included Verdona, Alan, Cooper, and Ship.

_"Not everyone,"_ Gwen thought with a grimace. But there was no way in hell she was letting Darkstar out of the Null Void.

"Ready Tennyson?" Kevin asked.

"Absolutely," Ben said before looking to Ship. "Let's get going boy."

With a giant leap, Ship jumped in the air and turned into the giant weaponized spaceship he learned to turn into from the Forever Knights. Everyone climbed aboard, and they all flew to Los Soledad.

* * *

"Everyone ready?" Ben asked as they stood outside.

"More than ready," Verdona said as she flew into the air, her hands glowing brightly.

"Once we get inside, it's on," Kevin said, absorbing the metal from his car.

"The goal is simple. We go in, destroy the jump gate, and capture any Highbreed and DNAliens we find. The DNAliens can take a lot, but do not try and kill them if you can avoid it. Every single one of them is an actual person; just like you or me. And I refuse to let more people die from this fight than I can help. Understand?" Ben said in a serious tone.

"Loud and clear," Alan said. Cooper also nodded his agreement.

"He certainly makes quite the leader," Verdona said to Gwen, tilting her head towards her grandson.

"Yeah," Gwen said, giving her cousin an encouraging smile that he returned. Then again, tough situations often brought out the best in Ben.

"Remember, watch each other's backs out there. This is supposed to be a team, so make sure we function as one," Ben said before dialing the cylinder and slamming down on it. "Cannonbolt!"

"Haven't seen him in a while," Gwen said, making Ben look back at his cousin with a small smile.

"What can I say? I'm feeling nostalgic," he said before crossing the barrier.

To say the Highbreed had been busy was an understatement. The entire area was covered in snow, due to the many weather towers that were standing tall.

"Whoa," Kevin said, who was driving his car into the battlefield.

"Of course there are weather towers in here. I should've brought a jacket," Gwen said, hugging her shoulders.

"How about this then?" Verdona said before snapping her fingers. In an instant, a brown fur coat was around Gwen.

"Wow, this is warm," she said before looking to her grandmother. "Thanks."

"Have to make sure you're running at one hundred percent Gwendolyn," Verdona said with a small smile.

"And even then, these guys should help heat things up," Cannonbolt said, pointing at the approaching DNAliens. Several of them were carrying some type of machine before immediately pointing them out to their brethren.

Flying at at a large group of DNAliens, Verdona made twelve different tendrils pop out from her head before grabbing each of them and throwing them into a house. They didn't exit the house, so the impact was hard enough to keep them down.

"Go!" Cannonbolt exclaimed before running forward and going into his ball mode. Everyone behind him ran into the heat of battle right after him.

It was mayhem. Kevin, Gwen, and Verdona made up the first team, Cooper and Alan made up the second, and Ben went off on his own while Ship provided everyone with air support. Paradox was just casually strolling across the battlefield while Azmuth was stuck running.

_"And he says I'm the one liable to get myself killed,"_ Cannonbolt thought wryly as he barreled over several DNAliens before jumping and transforming midair. "XLR8!"

With a speed that outstripped Helen's, he sped into several DNAliens to knock them down before grabbing Azmuth out of the DNAlien goo he got himself trapped in.

"Those things are disgusting," Azmuth said distastefully.

"Then let's just get you out of the line of fire," XLR8 said before whistling.

Ship descended down close to Ben, who placed Azmuth on board the Mechamorph before jumping back into the fight and transforming back into Cannonbolt.

Verdona easily held up a shield that guarded against the DNAliens' gunfire that was being aimed at Gwen's back. Then with her free hand, she fired multiple beams from her hand that spread between thick crowds of DNAliens like a chain of electricity that knocked them unconscious.

"Do put up more of a fight. Make it more interesting," Verdona said with a smile as Kevin jumped from the water tower and smashed a crater into the ground, creating a shockwave powerful enough to send many DNAliens flying. The Osmosian immediately followed up by throwing a large rock at the advancing DNAliens while Gwen protected him from incoming spit with a shield.

Firing a mix of mana discs, energy beams, and energized mana orbs at the DNAliens, Gwen was efficiently dropping DNAliens that neared her with efficient ease. But she ended up surprised when she suddenly felt Verdona's hand on her wrist in order to get her attention. The older woman only smiled in response.

"Put your fingers on the ground and focus on your targets. Draw from me," Verdona instructed. Gwen nodded before following her grandmother's instructions, the shared energy with her grandmother overcharging her mana, both of their eyes shining an almost blinding shade of pink.

Dozens upon dozens of mana beams suddenly sprung up out of the ground, hitting DNAliens in the face hard enough to knock them flat on their backs. They didn't get up, but it was obvious that the hits weren't lethal. Gwen couldn't help but smile. That was a useful trick.

"Sweet," the young Anodite said with a smile. Verdona winked at her granddaughter before flying in the air and continuing to work her magic on the DNAliens.

Ben had one experience with the Master Control, and it was more than valuable when he was younger. And he was far better with it now.

All of the old aliens he remembered were here. Fourarms, Wildvine, Upchuck. It was nostalgic; even amongst all the laser fire and relentless spitting. But he was still focused on his main goal, which was to get to the Highbreed while knocking the DNAliens down in the process.

"Watch it Cooper!" Upchuck exclaimed before leaping directly behind the young genius while transforming into his Anodite form again.

He held up a shield behind Cooper to block the lasers that were close to his head before transforming into Wildvine and digging his fingers in the ground. Each of the DNAliens were wrapped by gigantic vine fingers before being thrown into each other.

"Thanks for the help Ben," Cooper said with a smile.

"Just watch your back. That head of yours is still exposed," Wildvine said, tapping his head before grabbing two handfuls of gas grenades off his back and tossing them at several DNAliens.

Between everyone's combined efforts, fighting to the jump gate was more time consuming than difficult. And that was the biggest problem here. Time.

So far, none of the DNAliens seemed to have died from anyone's efforts. But when they were human again, it was likely some of them were going to need a hospital. Even considering the DNAliens' durability, missile explosions, mana attacks, lasers, and everything in between wasn't exactly good for your health.

"Everyone!" Gwen shouted to catch everyone's attention. Ben turned to look where she was pointing at, seeing that the jump gate was activating. "The jump gate is powering up!"

"What do we do?" Alan asked.

"Easy. We break it," Kevin said before jumping at it. He was blasted off of it like a fly on a bug zapper. "Ah! Not a scratch! What's that thing made of?"

"Neutrolium Carbon Alloy," Paradox said with his thumb and index finger under his chin.

"Dude, that was totally... what's that word?" Kevin questioned.

"Rhetorical," Wildvine and Gwen said mindlessly.

"Yeah, that's it," Kevin said.

"I can take it down, but it would take a while. Even with absorbing whatever's living in the area," Verdona said with her fists glowing.

"Then let's all focus our efforts at a time," Wildvine said before transforming back into his Anodite form. "On three. One..."

"Two..." Gwen trailed.

"Three!" Kevin exclaimed before tossing rocks.

With everyone firing at it, they were _slowly _destroying jump gate. But that was more than likely because Ben, Gwen, and Verdona sharing their energy between each other. Whatever a Neutrolium Carbon Alloy was, it sure was sturdy.

_"She's right. It would take ages to bring this down at this rate,"_ Ben thought. _"And we don't have time to whittle away at it."_

"Nothing," Kevin said with an annoyed grunt.

"I've got an idea. But I might need some cover kids," Verdona said, cracking her fingers.

"Don't bother. I've got an alien made for this kind of heavy lifting," Ben said before transforming. "Way Big!"

Digging his heels in the ground and lifting with his back, Ben grabbed the base of the jump gate before pulling upward. Even for Way Big, this was extremely heavy. But it was coming up out of the ground.

"It's working Ben! Keep trying!" Gwen exclaimed.

"Can't try much harder," Way Big said, his voice strained with how much effort he was putting in.

"Back away! It's about to..." Paradox was cut off by the gate powering up.

The first thing Ben registered was an immense amount of pain. Even as Way Big, the energy field hurt him more than he thought possible. The closest thing to it was when Verdona blasted his body to ash. Only that was over in an instant, and this wasn't.

"Ok. I'm never trying that again," Ben said with a groan as everyone followed him into the crater his fall made.

"Are you ok?" Gwen asked, helping Ben get to his feet. Ship actually turned back into his smaller form, dropping Azmuth with a plop as he rushed to his owner.

"I'll live," Ben said, looking towards the sky. "Dammit. They're here."

"Do you have another plan?" Gwen asked.

"Thinking," Ben said, rubbing his temples. He glanced up, and saw everyone looking at him. "Working on it!"

"Well, excuse me if we're a bit pressed for time," Kevin said impatiently. Ben clicked his tongue a few times before snapping his fingers.

"Got it. We head to the main control room and force the Highbreed Commander to stop the attack," he said. He was only met with silence. "Hey, I'm surrounded by a time traveler, a tech genius, and a Galvin. Yet _I'm_ the one who has to come up with a plan simple enough that anyone here could've thought of."

"He makes a good point," Cooper pointed out.

"Still, there is one facet of your plan. The main control tower will the most heavily guarded building in the city," Azmuth said.

"Ship should be able to get us there," Ben offered.

"No. The Highbreed's cannons would probably blast him to piece in a second. It'll be better if we go on ground through the rest of the DNAliens. And I've got just the thing," Kevin said with a smirk.

"Alright, then. Show us what you got," Ben said as they got out of the crater.

Right on time through some kind of convenience, Kevin's car came around the corner. That was not what Ben or Gwen was expecting for his plan.

"Hop in," he said before getting in the driver's seat.

"This is your plan?" Ben questioned skeptically before hopping in the back.

"We're gonna drive to the control tower?" Gwen asked, sounding as skeptical as Ben.

"Uh-huh," Kevin said before hitting a button. Suddenly, the car was undergoing a major transformation.

"When did you get all this stuff?" Ben asked, looking around.

"When _didn't_ I? Every time we found some alien tech, I tossed it in the trunk, and whenever I have free time..." Kevin trailed as the car finished transforming itself.

"...you work on the car," Gwen finished with an impressed smile.

"Yup," Kevin said with a smirk before speeding off.

Not only did the car have enough weaponry to make a tank look like a toy car, but it was still able to drive faster than usual on top of all that. Making their way to the control tower was actually surprisingly easy.

"Let's get to the control tower. Then we fight," Ben said once they made it to the foot of the tower.

"I was afraid you were going to say that," Kevin said with a groan before hitting a button on his car. It then sped off back into the fight. Ben was the first to start heading up the stairs with Gwen and Kevin following behind shortly.

"The Highbreed have starships, and they haven't invented the elevator?" Gwen questioned.

"How about I make an elevator?" Ben questioned before hitting the dial and transforming into Wildvine. Gwen tensed slightly when she saw the alien, but she relaxed when she focused on the Omnitrix symbol that was on Ben's chest.

Grabbing and Kevin and Gwen, he stretched his body all the way up to the top before changing to Big Chill and freezing the door by placing a hand on it.

"Together?" he asked Kevin.

"I thought you'd never ask," the Osmosian said with a grin as he absorbed the material off the wall. Both of them raised a foot at the same time before kicking the frozen door to pieces.

"Tennyson. That is you, isn't it? All you lesser species look alike to me," the Highbreed Commander said.

"Excuse me, but I've kicked far too many Highbreed's asses to ever be considered inferior to any of you," Big Chill said before his voice became as cold as his breath. "Call off the invasion. _Now."_

"Foolish vermin. Enough of this. Destroy the other two," the Highbreed Commander said to the other Highbreed and DNAliens. "Leave Ben 10 to me."

"Don't I feel special," Big Chill said sarcastically before quickly transforming into Goop.

The Highbreed aimed at the artificial gravity projector with his claw needles, knowing that was what kept Goop moving. But a natural instinct of Ben's was to always make sure the device was never easy to hit. And the Highbreed's aim wasn't as pinpoint as it needed to be.

Ben wrapped around the Highbreed's body and constricted as hard as he could. No matter how much the Commander struggled, he couldn't get free. It was like being trapped in melted concrete. Absolutely no leverage whatsoever.

_"Call. It. Off,"_ Goop said, forming a face in front of the Highbreed's. His eyes were like slits and there was definitely fury in his gaze.

"You fools understand nothing," the Commander said before yelling in pain. Looking to the side, he noticed that one of his fingers was melted off. Ben's patience was obviously very limited.

Gwen and Kevin were having an easy time with the DNAliens, given that they spent a lot of time fighting them since they arrived.

Kevin was a more than able fighter, and Gwen didn't even need to use her powers in order to take them down. Her karate was enough to deal with the DNAliens, but the Highbreed that tried to grand slam her was a different story. She needed a shield to stop that impact.

"Hey!" Kevin exclaimed before hitting the Highbreed with a hammer punch that knocked him into a console.

The teenager rushed to go for a punch that would've knocked him further into the console, but this time the Highbreed caught his hand before digging a claw into his side.

Kevin grit his teeth from the pain of it, but fought through the pain to bring his elbow down on the Highbreed's hand hard enough for it to crack. But he only tightened his grip on Kevin's side, cracking through the material Kevin absorbed.

"Oh, now you don't," Goop said before detaching himself from the Commander.

The Highbreed turned in time to see a flying green blob suddenly transform into Swampfire while in midair and hit him with a flying kick that sent him towards Gwen.

"Try this!" Gwen exclaimed before making an energized energy barrier and launching it towards the Highbreed. The energized barrier had enough force to dent the wall that he slammed into.

Kevin quickly rose to his feet and hit the Highbreed with a punch that held all of his anger from being clawed in the side. It was hard enough to send blood flying from the Highbreed's face as he fell unconscious.

"Piece of shit," Kevin spat while holding his side.

"Kevin! Behind you!" Gwen exclaimed making him turn around just in time to see the Highbreed Commander charging him. She raised a barrier just in time to tank a blow for him, but that shattered after a hit.

It was all the time Ben and Kevin needed though.

Kevin responded first by stomping hard on the Commander's knee that forced it to favor his right leg before jumping and hitting him with a punch that made it stumble back.

Ben transformed into XLR8 and quickly dashed in the Highbreed's face before turning into Humungousaur, socking the Commander in the face with a flying punch hard enough for him to see stars.

The Commanded managed to stay on his feet and even get a punch out, but Ben's hand easily deflected it away from him before stomping hard on the same knee Kevin aimed for. This time it broke.

"Sit." Headbutt.

"The." Stomach Punch.

"Hell." Another stomach punch.

_"Down."_ Final punch to the top of the skull that floored him.

"That was definitely some boxer type of stuff," Kevin noticed.

"It's better for this alien," Humungousaur said in a distracted tone before holding the Commander up by his throat. "Now call off the invasion, or I'll hurt you worse than this." The Highbreed's only response was to laugh. Kevin's response to that was to kick him in his broken leg, which only made the Highbreed flinch slightly.

"You think this is funny?" he said angrily.

"I don't have the authority to call off the invasion. Only the Highbreed Supreme could end the attack. And he is beyond your reach. Safe on the home world," the Commander said.

"Well at least things can't get any worse," Kevin said.

"You wanna take that statement back?" Gwen asked as more DNAliens started showing up.

"And he's completely wrong. We do have a way there. We just need to..." Humungousaur cut himself off when he saw DNAliens flying through the air.

"One side, alien freaks! You're in my way!" Manny exclaimed, running towards them.

"Manny. And where he is..." Humungousaur trailed before a blue blur started robbing the DNAliens of their weapons and knocking several of them down. "Yup. There's Helen."

Pierce announced his arrival by leaping through the air and using his quills to break the weapons Helen dropped on the ground.

_"And_ Pierce? Then, that must mean..."

"How's it going kids?" a cheerful voice said.

Grandpa Max flew in on one of the Null Guardians, smiling down at his grandkids.

Without a word, Ben turned back into his Anodite form and wrapped his grandpa in a hug. Gwen was right behind, the both of them holding him tightly.

"Couldn't stay out for the main event, could you?" Ben asked with a smile.

"You know me too well," Max said, smiling back even wider.

"I thought you were going to stay until you got the Null Void cleaned up," Gwen said as they detangled from each other.

"Pretty much got things under control there. I wanted to make sure to catch the big fight, considering all the work I put into uncovering the Highbreed conspiracy," Max said.

"Then you've arrived just in time to see the end, Max Tennyson," the Commander said, who was struggling to stand up steadily. He had to favor his right leg a lot. "My fleet will uncloak, and then destroy the Earth in less than one of your hours."

A pink bolt hit the side of his head, and everyone looked at Gwen. She was staring at the unconscious Highbreed with an annoyed look on her face.

"He was done," she said simply.

"And we don't even have a plan," Kevin said before looking to Ben. "Right?"

"Wrong. The Highbreed's hyperspace jump gate is like a door out from the Highbreed home world, right?" he asked.

"Yeah. So?" Kevin asked.

"So a door out is also a door in," Ben said before blasting a hole outside. Then he put two fingers in his mouth before blowing hard enough to hurt a few people's ears.

In seconds, Ship was in front of Ben after rising from the bottom. He flew to the top of his pet before fixing Gwen and Kevin with a smile.

"Unless you want me to have all the fun, I suggest you two get aboard," he told them. As Gwen and Kevin hopped aboard Ship, Ben looked to his grandpa. "Can you keep this place locked down?"

"Keep them from retaking control of this place? Consider it done," Max assured him.

"It's good to have you back," Ben said with a smile before entering Ship. A flash of blue light caught their attention, and it was Paradox carrying Azmuth.

"He wanted to come with you," he said with a small smile before disappearing again.

"Why are you coming with us?" Kevin asked.

"Surely you didn't think I'd leave the Omnitrix unprotected," Azmuth said in an as-a-matter-of-fact tone.

"It's alright. Ben worries about you too," Gwen said.

"I do not," Ben said with a roll of his eyes.

"I am only concerned with the Omnitrix. Not Ben," Azmuth corrected.

"Of course you are," Gwen said with a smirk.

"Let's shift into a better suited pilot," Ben said suddenly before transforming in a flash of light. "Brainstorm!"

"With my oversized cranium and intellectual superiority that naturally follows from it, I am the perfect candidate to pilot this vehicle under these trying conditions," Brainstorm said.

"That's precisely why _I_ should drive," Azmuth said, making Brainstorm chuckle in amusement. "Are you inferring that you're smarter than me because your head is bigger?"

"No. I'm _implying_ that I'm smarter than you because my _brain_ is bigger," Brainstorm corrected.

"Well, now's your chance to prove it. Incoming!" Kevin said with a point.

The Highbreed obviously noticed them flying past their ships, and they were certainly trying their hardest to shoot them out of the sky. Brainstorm's knowledge of this type of ship definitely helped with piloting it, but it still wasn't the smoothest ride ever.

"Prepare yourself. The jump gate can be... disconcerting," Azmuth warned Gwen.

"How does it work?" she asked.

"It converts you into faster than light tachyons..."

"...broadcasts them to the receiver array on the opposite side of the galaxy..." Brainstorm interrupted.

"...then reconstitutes you," Azmuth finished.

"It's a surreal day when I'm watching Ben have a knowledge pissing match with a Galvin," Kevin said to Gwen, making her chuckle.

Azmuth was entirely right about the jump gate. At least to Ben and Kevin. Gwen seemed to be taking it all in stride, given the way she was moving her finger back and forth and intrigued by the way it was blurred.

"We've arrived," Azmuth said once they got out of the jump gate.

"Is everyone alright?" Gwen asked.

"Uh... I don't feel so good," Brainstorm said before completely losing his lunch all over Azmuth. "Oh, my dear fellow. Sincerest apologies."

Azmuth hardly had time to come up with a response beyond his disgust, because Ship suddenly rattled hard.

"We've been hit!" Kevin exclaimed.

"Try and get us to the High Council building! The big one, over there!" Azmuth said pointing to the building in question.

Ben was certainly doing his best, but with the way Ship was going down, it wasn't looking feasible.

They wound up hitting the ground hard. Ben transformed back into his Anodite form, barely able to hold consciousness after the impact.

_"Please tell me there's something I can absorb mana out of,"_ he thought, looking around for any source of life.

"Ship?" Ben heard Ship call weakly, making him turn around. He was back in his small form, lying near the others. Everyone was conscious, albeit a bit banged up.

"Everyone alright?" Ben asked.

"I've been better," Kevin said, holding his side. Gwen was having a hard time staying upright, so Ben helped her by putting one of her arms on his shoulders.

"Give me a few minutes. I'll be alright," Gwen said, trying to pull herself together.

"Be still," Ben said gently, and Gwen didn't argue. Suddenly, her body felt a large influx of mana that was like wrapping in your covers during a cold day. And with that sensation, the pain was gone.

"I didn't know you could do that," Kevin said, noticing any sign of Gwen's pain was gone.

"Neither did I. Let me try again," Ben said before moving over to Kevin. Kevin felt a large surge of energy before the pounding headache and the pain in his side disappeared.

"So you can heal with your powers," Kevin said, looking at his hands.

"Quite honestly, I'm just figuring this stuff out as I go. I wanted to heal Gwen so I just did it," Ben said with a shrug before checking Azmuth over. Surprisingly, he was the least injured out of everyone.

"You alright?" he asked anyway.

"I'm perfectly fine. We need to continue towards the command center," the Galvin said.

"Hold maggots," a deep voice said.

Five different Highbreed were standing there waiting for them. They did, after all, land directly into the High Council building, so it was no surprise that their presence wasn't unnoticed.

Suddenly, Ben felt a hand on his. Gwen had a smirk on her face as she raised a glowing hand.

"Follow my lead," she said before putting her fingers on the ground. Ben did the same, and dozens of mana tendrils sprung up out of the ground, constricting each of the Highbreed like anacondas. In seconds, every Highbreed that had come to head them off were uselessly struggling.

"That's a good trick," Ben said with a smile.

"Isn't it?" Gwen said as they approached the Highbreed, Kevin absorbing the metal that was nearby. "Hi. Take us to your leader."

The two of them kept the Highbreed's hands bound as they forced him to lead them to the main chambers. Even though one of them could've easily kept the Highbreed under control, Gwen hadn't let go of his hand. Ben decided not to comment on it, considering it was actually pretty comforting.

Tossing the Highbreed they brought with them through a door, Ben was the first one to enter the chambers while examining the room.

As far as looks went, healthy was definitely not a proper adjective to describe the Highbreed Council. All of them were a bit dumpy looking; some even having something akin to a beer gut. It was probably an age thing, but given what Ben had seen about Highbreed, their stomach definitely shouldn't have been showing.

"That is definitely not healthy," Ben commented, detaching his hand from Gwen's.

"This how all the Highbreed Council have aged," Azmuth told him.

"I'm sorry Master. They overpowered the entire unit of..." The Highbreed Supreme silenced him with a raised hand, and he bowed his head in shame before walking away.

"Who dares?" the Highbreed Supreme questioned.

"Ben Tennyson. Your friendly neighborhood Anodite and the wielder of the Omnitrix, your Highness," Ben said with a mocking bow.

"Ben Tennyson? I've read reports of your tenacity, but truly, your gall exceeds all description," the Highbreed Supreme said.

"I aim to please. Now to business," Ben said seriously. "I want you to call off the Highbreed invasion on Earth."

"Just like that?" the Highbreed Supreme questioned in a skeptical tone of voice.

"Just like that," Ben said while crossing his arms, staring at the Council with no intention of yielding in the demand. "What have you got to gain from destroying other planets?"

"You are mongrels - inferior life forms. Your very existence is a very affront to our purity," the Highbreed Supreme said. The statement was so outlandish, that Ben couldn't help but snort in disbelief.

"Can we dispense with these lies?" Azmuth said.

"You accuse me of dishonesty?" the Highbreed Supreme questioned. "You race is the Galvin, correct? A slightly more intelligent form of pond scum."

"They're more intelligent than you, at any rate," Ben said with a roll of his eyes.

"Don't let his posturing fool you, Ben. They aren't attacking because of their supposed superiority. They're attacking because they're dying out," Azmuth explained, surprising everyone other than the Highbreed. "Their ridiculous belief in racial purity lead to inbreeding, a loss of resistance to disease, and finally sterility. This _is_ the last generation of Highbreeds, is it not?"

"You are correct, vermin. But we will not perish alone," the Highbreed said before a digital screen turned on. "In a matter of hours, my fleet will destroy not just Earth, but every known inhabited planet in this galaxy. The fall of Galvin was the signal for our final attack to begin. Enjoy the view. You are about to witness the end of all life in the universe."

"No. We're not," Ben said, stepping forward. His voice full of not power, but purpose. With the authority he used to lead their team into the Los Soledad assault. "How about I help you?"

"Help them? Are you..." Kevin was cut off by the look Ben fixated him with. It was always odd seeing Tennyson taking charge, but thus far, he proved that he was a hell of a leader.

"Omnitrix, can you repair the genetic damage made to the Highbreed? All of them?" Ben asked the Omnitrix, making Gwen and Kevin's eyes widen.

_"Genetic manipulation on that scale will require all of available power. Owner's genetic core would lower required power drain,"_ the Omnitrix told him.

"I'll help. Just do it," Ben said with a nod.

"Ben..." Gwen trailed.

"Trust me," Ben assured her.

"Genetic recombination sequence ready. Connection to powered host established," the Omnitrix said.

"What are you doing?" the Highbreed Supreme questioned, echoing Gwen's thoughts.

"You'll see," Ben said before raising his fist. Though as if a switch had been thrown, his knees buckled and he fell on all fours as a white light spread throughout the entire Highbreed territory.

When it was all over, the first thing Gwen noticed was that the entire place looked different. The Highbreed looked healthier, and even the building they were standing in looked far more advanced than it did before. Like everyone had underwent an entire makeover.

"So that's what it meant by 'owner's genetic core,'" Ben said while holding his chest. It wasn't just tiring. He felt like someone had an iron grip on his chest and wouldn't let go.

"What have you done to us?" the Highbreed Supreme questioned as Kevin and Gwen looked at Ben and noticed his state.

"I told the Omnitrix to reprogram your DNA," Ben said tiredly.

"While nearly killing yourself in the process," Gwen said with a pointed look as she and Kevin helped Ben stand. They had never seen him look so drained.

"I'm not close to death. Just tired," Ben said with a weak smile. Then he raised the watch close to his face. "Omnitrix?"

_"Program complete. All Highbreed in range of transmission are genetically fused with random species from Omnitrix database,"_ the device said.

"In range of transmission?! With the jump gates open for the attack..." the Highbreed Supreme trailed.

"Every Highbreed in the galaxy is now an, um... how did you put it?" Azmuth questioned rhetorically, sounding amused.

"He called us 'mongrels,'" Gwen said, who was smiling as well. This was the best case of irony she had ever seen.

"Welcome to the kennel club," Kevin said with a smirk.

"How could you do this?" the Highbreed Supreme asked.

"I saved your people from dying out. I think that's worth your supposed blood purity. Any race worth anything would sacrifice their principles for their people. Highbreed are no more superior of a race than any other race in the galaxy, and this infusion proves that - now more than before," Ben told him.

"You have made us impure," the Highbreed Supreme said, raising a hand.

"Yeah, I did. You've already lost one of your own to this supposed blood purity belief. At least the rest of you can be saved," Ben said, and everyone was surprised by how bitter he suddenly sounded.

"Are you referring to me?" a familiar voice suddenly said, causing Ben to quickly wheel around. Though that pulled him out of Kevin and Gwen's supporting grips, and he nearly fell over as a result.

But the voice belonged someone he didn't expect to see again. The defining feature was the green hand that he had when Ben saw him last.

"Reiny?" he questioned, surprised to see him here.

"You know him?" Gwen asked.

"Yeah. He's the Highbreed I teleported with in the teleporter pod," Ben said.

"This Anodite cured an ailment of mine by changing my DNA," Reiny said, balling the hand into a fist. "At first I thought the impurity a curse, but I have since then learned otherwise. Fellow Highbreed... we can live!"

This caused quite a stir among the Highbreed. The Highbreed Supreme looked at his own hands before back at Reiny.

"It is decided. The High Council elects you Highbreed Supreme. Lead us wisely," he said, making the Highbreed bow.

"I will try," Reiny said before walking off. He noticed the smile that was on Ben's face, and he simply nodded before walking to the Council's microphone. Ben followed him with no hesitation, Kevin and Gwen right behind him.

"To all Highbreed within the sound of my voice: The war is over! Return home so that we can create a new future together!" Reiny said proudly before turning around to face the three teenagers he once considered inferior.

"I'm amazed you returned. I didn't think you survived out there," Ben said, shaking his head.

"Your aid did more than simply reattach my hand. It also solved my adverse to the sun. And any limb that was lost regenerated itself. Due to this change of DNA, I was able to survive in an environment that no pure blooded Highbreed could survive in for long under normal circumstances. Ben Ben Tennyson, your aid has helped my people live. And helped us discover a new type of pride. And for that, I thank you," Reiny said, bowing in respect.

"I was just glad I helped you see things differently. And with this new change in status, you're going to have a lot of work to do," Ben said while grinning widely.

"Yes. It seems that I do," Reiny said, looking to the ceiling before back at Ben. "Return home. I shall close the jump gate once all Highbreed have returned."

"See you Reiny," Ben said with a wave ass he walked out of the room with Kevin and Gwen next to him.

"Is that why you never talked about what happened when you two teleported?" she asked.

"Yeah. It was the first time I saw a Highbreed capable of kindness to someone. He lost his hand trying to prevent some creature from attacking me when I was resting," Ben said.

"I thought you killed him, and that's why you didn't want to talk about it," Kevin admitted.

"There are a few moments when it came close to coming to blows. But we stayed as civil as was possible, and towards the end, it actually seemed like we were kind of getting along. But he didn't want to go back home because of his supposed 'impurity,'" Ben said, and the memory obviously soured his mood.

"Hence you changing every Highbreed's DNA," Gwen added, making Ben nod.

"Even if I had to pose as the Highbreed Supreme to call off the invasion myself, I would've done it. At least Reiny would be capable of going home since every Highbreed would be as 'impure' as he was," he said before looking to Azmuth. "Highbreed are in the watch, aren't they?"

"I did say every species wiped out by the Highbreed. That included themselves," Azmuth said before smiling wryly. "Once again, you push the limits of things I thought possible for the Omnitrix."

"It's nice being able to surprise one of the smartest beings in the galaxy," Ben said with a smile.

"I don't just mean the situation with the Highbreed. Look at the Omnitrix," Azmuth said with a point.

Ben looked down at the Omnitrix, and there was something clearly different about it. The normally green straps were replaced with green mana shaped like claws that dug into his wrist. But it didn't feel uncomfortable. It was almost as if it was part of him.

"What in the..." Ben trailed.

"What's the deal with that?" Gwen asked, examining the Omnitrix.

"I'm... quite unsure," Azmuth admitted.

He knew every feature that he built into the Omnitrix. It was designed to cover all angles. As far as helping its owner find their way, protecting them, and many other features. The Omnitrix always fused with its wielder, but this was a different type of fusion.

"You have any ideas?" Ben asked.

"A few. But they would warrant further study. In the meantime, monitor any changes you may see," Azmuth said, making Ben nod.

Heading back through the jump gate, everyone was waiting in front of the jump gate for their arrival. All of the Highbreed had already went back through the jump gate, meaning that this was no dream. The war really was over.

"I'll take Azmuth home. Nice working with you again Ben," Paradox said politely as they were descending down to the others.

"You too. But something tells me this won't be the last time," Ben said.

"You're right. It's all a matter of time," Paradox said with a wink before teleporting away with Azmuth.

"Is it over?" Alan asked as Ben and the others were stepping off of Ship.

"Yeah. It is. Now there's just the matter of this jump gate," Ben said before dialing the Omnitrix. "I'll actually be able to get rid of it if it doesn't activate on me again."

"Don't worry about it. I got this one Ben," Max said with a wide smile. Verdona was holding onto his arm, and no one had seen the woman smile so brightly.

"I take you two reconciled?" Gwen asked with a smile.

"I'd hit you for not telling me he was alive if I wasn't so happy," Verdona said, looking at Ben in particular.

"Hey. He wasn't ready to come back yet," Ben said defensively.

"It's alright Verdona. I told him to. Besides, I only had the best of intentions," Max said, rubbing her arm in a reassuring fashion.

"I've noticed. It is an exasperating, yet defining quality the both of you share," Verdona said with a warm smile. Ben smiled at the two of them, glad to see them together again.

Verdona's smile shifted into a frown when she got a good look at Ben's condition, and he couldn't help but avert his gaze in response. Something told him she knew what he did to solve things with the Highbreed. Or at least that he used his energy for it.

Max then took a small device out of a bag before tossing it at the gate. Whereas almost everything they tried slowly whittled away at it, that device disintegrated the entire gate in mere seconds. Kevin looked at Max questioningly, wondering what kind of tech that was.

"Fusion grenade," the ex-Plumber said without the teen even saying a word.

"Nice!" Kevin said with a smile.

"Man, am I glad this is over," Gwen said.

"So am I. But I gotta go to the auto show. I need a new ride," Kevin said, standing at the remains of his car.

"Well Ship, this makes the third time. If you don't mind..." Ben asked, gesturing towards the remains of Kevin's car.

"Ship," Ship said before jumping out of Ben's arms and on Kevin's car. It certainly took a lot longer than the last time he repaired it, but it still only took a matter of minutes to fix the completely smashed car.

"Ok, I will never say a word about your pet ever again. He's amazing," Kevin said, smiling widely at the sight of his now intact car.

"Told you," Ben said with a smirk.

"I'm still going to the auto show. You wanna come with?" Kevin asked, looking to Gwen and then Ben.

"No. I'm stuck with DNAlien cleanup duty," Ben said, gesturing to the DNAliens. Many of them were conscious again, but now non hostile because of the Highbreed's commands that the war was over.

"Why you? You did all the work to make the Highbreed surrender," Kevin pointed out.

"From what I've seen, the Omnitrix is the only thing capable of reversing their transformation," Ben said, holding the watch up.

"And because of that, you're the only one capable of turning them back into human," Gwen said, making him nod.

"Dude. That will take _ages._ There are thousands of these things here, and you can only do one at a time," Kevin reminded him, eyebrows raised in disbelief.

"Every life counts, right?" Ben said with a tired smile.

"You're hardly capable of standing upright. Don't think I didn't notice you drained yourself to where you're barely standing," Verdona said with a piercing glare. Ben had the decency to at least look embarrassed. "Max, if you don't mind, I'd like to look after Benjamin to make sure he doesn't do anything else risky."

"Be my guest, honey. Besides, I think I'll have my hands full with training this bunch over here," Max said, looking over to the group of Plumber's kids and Cooper. "They could use some training from an old pro."

"I don't need help," Ben assured her.

"Yes you do. With the state you're in, you could fall over if you do anything that involves too much effort. And there's not much life here you can absorb the mana out of," Verdona said, gesturing around her.

"You don't have to worry about him, grandma," Gwen said, holding onto Ben's arm tightly. "I'll drag him back to the house if he strains himself even a little. You can go with Grandpa."

Ben looked embarrassed at all the attention, and Kevin couldn't help but rib him for it. But he knew as well as everyone else that he needed to take it easy. When that energy wave went off, Ben barely looked conscious. And he knew that was hard to do, considering he's seen what Anodites were capable of.

"Alright then. It's decided," Verdona said with a nod.

"Did I hear that right? Ben's trying to cure the DNAliens?" Cooper asked.

"That's right. What, do you think you can help?" Max said, which caught Ben's attention.

"I think. If he shows me how he does it," Cooper said.

"Done," Ben said before walking up to a DNAlien. Then, putting a hand on one of their heads, the transformation was reverted and he had a dead Xenocyte in his hand.

"Give me a moment," Cooper said, his eyes glowing blue. Using the parts from his robotic suit, he used the tech on it in order to transform it into a dozen laser rifles.

"What are those?" Gwen asked.

Cooper didn't even respond. He just aimed it at one of the DNAliens, fired it, and it turned the mutated alien back to a human.

"Oh, that's going to make this so much easier," Ben said, grabbing one of the blasters. "Thanks Cooper."

"Still gonna take you some time. I just helped cut it down the time it'll take. I made extras in case anyone else wants to help," Cooper said, gesturing to each of the blasters.

"I will," Gwen said, grabbing a blaster of her own.

"Same," Kevin said before following her example.

"We should all help. I mean, they did most of the work," Helen said, grabbing one as well.

"I'm in," Alan said as he grabbed one.

"Why not? Helps with target practice," Manny said, grabbing four different blasters. And Pierce, Verdona, and Max were the ones to grab the last three. Soon everyone started firing, and the DNAliens were being blasted back to human in no time at all.

"I can't believe you were about to try and transform all these people back one at a time," Gwen said as they were blasting the DNAliens.

"Yeah, well I'm kind of stupid like that," Ben admitted with a shrug.

"It was kind of stupid, yeah. But it was heroic, and I don't really expect anything else from you," Gwen said with a gentle smile.

"I... yeah, it's kind of what I do. What _we_ do," Ben said almost shyly, looking away out of embarrassment.

"Well, you're going to completely exhaust yourself if you don't learn how to take it easy," Gwen said, blasting a DNAlien. "Using your own power to completely change an entire race of people... Couldn't you just let the Omnitrix handle it?"

"Well, it did say it would lower the power drain. I don't know what would happen to the watch if I didn't help it," Ben said, blasting five DNAliens in quick succession.

"Sometimes, you put it much faith in that thing," Gwen said with a shake of the head.

"Hasn't let me down yet, has it?" Ben reminded her with a grin, spinning the rifle in his hand before firing it.

"Never knew Tennyson was handy with a gun," Kevin remarked, seeing Ben nail each of his shots.

"I taught him after he took the watch off. If he didn't have the Omnitrix on, he would at least know how to use a gun if he ever got in trouble," Max said before smiling at the sight of his grandkids talking. "But it's nice to see some things haven't changed since I've been gone."

"You've got some great grandkids," Kevin said, his gaze on the two of them.

"Don't I know it?" Max said with a smile. "But they aren't the only ones who've been doing great things. I have to say, I was a little skeptical that you had a change of heart."

"I don't blame you after all the stuff I did," Kevin said, unable to make eye contact with the older man.

"Regardless, you've more than earned the chance they gave you. You've grown into a fine young man, Kevin. The kind of man your father would be proud of," Max said, causing Kevin to go completely still.

"You knew my father?" the Osmosian asked, his voice sounding hoarse.

"I... I did," Max said solemnly. "He was a good man.'

"I know. So I've heard. He was the reason I wanted to become a Plumber, you know," Kevin said.

"You're doing a great job honoring his memory," Max said, making Kevin smile somewhat sadly. But there was also an undercut of strength in it that reminded Max so much of his partner.

* * *

"Those kids are going to sleep their lives away," Verdona said once she and Max settled in the Rust Bucket.

"I wouldn't blame them after the day they had today. But they'll be back to fighting soon enough. They always are," he said with a small smile. "Before we do anything else, I have to know what I missed. When did you come back?"

"Shortly after I heard of what everyone thought was your death," Verdona said. "I ran into your grandkids after visiting your old fishing spot a few times."

"They're just as much your grandkids as they are mine," Max corrected.

"Not when it's apparent that you're the favorite," Verdona said with a smile. But it disappeared as quickly as it came. "Though I suppose it wouldn't be that hard after what I did to Benjamin."

"What happened?" Max asked.

"I destroyed his human body. It is the reason he cannot look like himself without wearing a mask," Verdona said, sounding as regretful as Max ever heard her. But it still didn't prepare him for the gravity of the statement.

"You what?!" Max exclaimed, his eyes wide as he looked at the Anodite in shock.

"His Anodite powers weren't properly working due to his constant reliance on that watch of his. I offered to take him to Anodyne to get past that, but he refused. I figured that if I got rid of his human body, it would bring the Anodite part of him to the forefront. At the time it seemed like an excellent idea, but I nearly lost my grandkids forever," Verdona explained, looking out of the window distractedly.

"It didn't seem that way when you two talked," Max pointed out.

"I have helped him and Gwendolyn get a handle on their abilities better, and it has helped mend the fence with them. They're less distant with me, at least," Verdona said.

"Our grandchildren are fairly forgiving people. Kevin is the clearest testeamate to that. It's clear that you've been trying to make up for your mistakes, and I know they see that. I know I for one, have never heard you sound as regretful as you did just now," Max told her.

"Because the consequences of other situations I could and have lived with. This I could not," Verdona said before looking at Max hesitantly. "Are you upset with me?"

"A little. I don't like to think about Ben not having his body was a decision that was made without his consent," Max admitted. "But at least you owned up to the situation and tried to make it better. It would've been a different story if you had just ran."

"Our grandchildren are amazing, even by Anodite standards. I'm especially impressed with Ben. He adapted to the situation I forced on him very well, and continues doing what he does without pause," Verdona said.

"Those kids had the craziest summer when they were ten. It showed me how capable they were at handling tough situations. Even if they argued through half of them," Max said with a chuckle.

"I see none of that. They seem to get along more often than not," Verdona said.

"Once upon a time, it was the complete opposite of that. Before that summer, they didn't even want to entertain the idea of getting along. But that slowly started to change as time passed. I remember even after the summer trip, they would still turn red after I brought up the time I caught Gwen teaching Ben how to dance," Max said, letting out a deep laugh that made Verdona smile.

"Speaking of that, you know Ben took Gwen to her dance?" she said.

"Really? Makes me wish I could've been there to take pictures," Max said.

"That's why you have me," Verdona said with a smile, passing her husband a photo that appeared in her hand.

Max grabbed the picture from her hand, a smile flitting across his face at the sight of both cousins smiling gently at each other. Honestly, their lives should've been more of this. Not fighting. But he understood the call of duty more than anyone.

"Do they know that you took this?" Max asked.

"They both have a copy. I've got more, but this was easily the best one," Verdona said.

"Now that the Highbreed war is over, I'll be able to catch more events like this," Max said before handing the photo back to Verdona.

"I can make as many copies as I need. Keep it. I'm more than certain you want it," she told him, waving the photo away.

"Maybe I'll bring it up one day," Max said, putting the picture in the sunblocker up top. Then when it was silent for a few moments, the couple could hear voices outside of the RV.

"Are they done in there?" Manny asked.

"I doubt it. The energy lady told us to wait out here," Alan said.

"So it's probably a good idea to wait until they call us in," Pierce said, making Max chuckle.

"Tell me again why you agreed to this?" Verdona asked.

"It's nostalgic going on a road trip like this again. Takes me back," Max said fondly as he looked at the bunk bed in the back.

"I think I'll pass," Verdona said, raising a hand.

"Will you be back?" Max asked. Verdona responded by giving Max a kiss on the lips.

"I'm not going anywhere, Max. Not this time. But an Anodite's got to travel," she said teasingly before giving him a warm smile. "Love you." Then she was gone in a flash of pink light.

None of the kids could discern why Max was smiling so widely when he let them into the RV.

* * *

A/N: Ok, I know I changed quite a few things in this episode, so I'll try to go at them one at a time.

First off, Ben used his Anodite abilities to help power the nova that changed the Highbreed world and their DNA. Drained him pretty badly to make it happen, which of course, means the Omnitrix itself had little to do with powering it. Why is that important? Cause Ben will have Master Control carrying over to the second season. Is that OP? Yes. Is it a stupid writing decision? Probably. Do I regret it? Absolutely not.

Second, the Omnitrix has merged with Ben's mana. Now, technology doesn't normally mesh well with mana given how opposite they are. Mana is living. Technology is not. But the Omnitrix is technology that does bond with the person wearing it. So with that logic, it being able to connect with anything living is possible. Since Ben used his natural power to help the Omnitrix change the Highbreed, the Omnitrix merged with his mana to change the nature of his initial fusion with it. This will come back later in more detail.

Thirdly, and the smallest note, is that Max reunited with Verdona. Let me clear up any questions on this decision with the knowledge I looked up on this matter.

Apparently, Max's responsibilities as a Plumber along with Carl and Frank being grown up were Verdona's leading reasons for her leaving and getting in touch with her Anodite heritage again. Like she mentioned in the episode she returns. She spent so much time on Earth, that it was something she felt like she needed to do.

That does not mean she ever fell out of love with Max. It just meant that too many things were getting in the way of them truly having a prosperous relationship. Behavior could've done something with Verdona and Max if they so wished after he got out of the Null Void. They did not. I want to. Even if it's just a few things here and there.

Verdona returned to Earth after so long when she heard Max died. What makes you think she wouldn't come back once she caught wind that he was alive? Who's to say she wouldn't give her marriage another try now that Max wasn't an official Plumber anymore? Just saying.

Ok, this has run on long enough. Author's Note will be the size of the first line break at this point. But before I go, I will say that I have a surprise character appearing somewhere in the close future. Ain't spoiling who it is though. Plus there's a big factor I'm sure many of you won't realize until I point it out. I'll leave you all to try and figure out both of them. Hope you enjoyed!


	17. Chapter 17 - The Return Of Vilgax

A/N: I hate myself. I severely hate myself. So in the process of trying to edit all of the chapters and fix my mistakes, I accidently posted the same chapter twice. OVER the original version of this one. Without a backup draft copy and pasted. So now I have to rewrite it. So if anyone who has already read the story and wonders why it looks different, well, here you go. Thankfully, the original wasn't extremely long, so it won't be as terrible as it could've been.

I still hate having to do it though.

And without further ado, based on the "Vengeance Of Vilgax" double part episodes.

* * *

"You're keeping your left side grounded a little too much. Loosen it up a bit," Ben told Kevin as he was knocked on his back.

"Thanks for the tip," Kevin bit back as he got to his feet.

"Give him a break Ben. He is just learning," Gwen told her cousin, her gaze entirely on the new snake friend they just made.

Kevin suddenly had a change of heart not long after the Highbreed invasion, and agreed to try and learn some karate from Ben and Gwen. Then a week into training, he wanted to try out what little he learned on an alien. Go figure.

"He's the one who agreed to trying out the basics on Reptile Boy over here," Ben said, jerking a thumb at the snake creature.

"Well, now I've had enough of that," Kevin said, grabbing on of the snake hands that went for him. He bent the upper mouth part of the hand back, eliciting a sharp hiss from the snake guy. None of them cared about this guy enough to learn his name.

"Then let's finish it," Gwen said before shooting out two mana tendrils that grabbed Ssserpent by the neck and torso. With a sharp yank from Ben, who transformed into Fourarms, the snake alien was pulled right into an incoming fist.

Almost immediately after, Kevin jumped in the air and landed on Ssserpent's face with an elbow drop, knocking one of his top teeth out as his hands were made out of metal. Then with one final punch, the alien was knocked out cold.

"That didn't take long," Ben said as he transformed back into his Anodite form.

"Why'd you want to try out the basics on an alien? You've barely been practicing for a week," Gwen asked Kevin.

"Listen, Tennyson's got the watch, and the both of you are learning crazy stuff from your grandma in addition to the mad fu skills. If I have to take a few bumps and bruises, and in this case, snake venom, to learn this stuff faster, I will," Kevin told her as he restrained Ssserpent.

"Everyone learns at their own rate, Kevin," Gwen said.

"But you do learn faster when under fire. Experience does matter," Ben said, causing Kevin to gesture to him.

"My point exactly," the Osmosian said, making Gwen sigh with a shake of the head.

"Fine. If you wanna do that, I can't stop you. But for the love of God, at least wait until you can do a full roundhouse first," she implored him, making Ben have to stifle a snicker.

"Alright, I'll practice it. And shut up Tennyson," Kevin snapped at Ben, glaring at his friend.

"Oh, lighten up Kevin. When me and Gwen first started, we could hardly do the warm up exercises without wanting to die on the spot. So you're doing great," Ben assured him.

"Weren't you both just kids?" Kevin asked with a raised brow.

"I was seven when I started. Ben was eleven," Gwen told him.

"She was the main reason I advanced so fast," Ben said with a shrug.

"I'm hoping it's really fast considering I got both of you training me," Kevin said.

"We can't guarantee that, but..."

A mechanical whir reached everyone's ears at exactly the same time, and no one hesitated in wheeling around to face the source. Kevin absorbed the ground underneath him, and both cousins imbued their hands with mana. But the alien, who was a regally dressed Dracosian, held out a hand to placate the teenagers.

"Pardon the intrusion, Ben Tennyson and allies. I mean you no harm," the alien said.

"I have to get used to the fact that every alien that teleports to me doesn't want to fight," Ben said, slowly lowering his hands. "Who are you? What do you want?"

"I am Lukik - Senior Ambassador of the Dracosian Empire. I have something to give to you," the Dracosian said with a bow.

"Is this about another medal?" Ben said, his inquisitive expression immediately being replaced with annoyance as he pinched the bridge of his nose.

Ever since the Highbreed invasion, people just could not stop trying to show them their gratitude. Even if it meant popping up wherever he was at random times of the day. It was whatever the first few times, but had gotten downright frustrating on the next dozen.

"Might want to start building a case for them at this point," Gwen said wryly.

"Listen, you don't have to give me stuff, you know. Just the fact that no one died is reward enough for me," Ben assured the Dracosian.

"You're as noble as they say, Ben Tennyson. But my emperor insists on this, and I could hardly refuse. But it is with great honor that I present you with this," Lukik said before a small box appeared in his hand. "As a small token of gratitude for your part in saving all life in the universe from extinction at the hands the Highbreed. My people present you with the Galactic Medal of Honor - the highest award a non-Dracosian can be given."

"Thank you. I sure do appreciate it," Ben said, a smile on his face as he accepted the reward. Kevin had to give him credit. It was a really convincing smile.

"The people of Dracosia marvel at your power. And offer you our gratitude," Lukik said, kneeling in a prayer position before disappearing. The moment he did, Ben removed the medal and tossed it to Kevin.

"Here. You can probably get some money for it, right?" he asked.

"Depends on what it's made out of," Kevin said before raising an eyebrow at Ben. "You're not taking to this whole fame thing like I thought you would."

"That's because it's more annoying than awesome. Seriously. If I wanted gratitude, I would've taken an unlimited supply of chili fries or smoothies. Or maybe some Galvin to do my homework so I don't have to deal with it. Not enough medals and trophies to give you a full suit of armor three times over," Ben explained. "Speaking of which, I might have you do the same for the rest of them. I'd take the extra money in my pocket over those."

"I'll be sure to make a stop later," Kevin said, putting the medal in his pocket before picking Ssserpent up. "We've been here long enough. Let's get this guy to your grandpa."

"Good idea," Gwen said before looking to Ben. "And don't be such a downer about it. People just want to show their gratitude for you saving them."

"Yeah, but I wish they would do it in a way that's not annoying and/or intrusive. One of the ambassadors teleported to me while I was in the shower," Ben said with a shudder. "Anodite or not, that is _really_ awkward."

"Ok, yeah. That's a little too much," Gwen said with a grimace.

"People have such a problem with just letting things be. They think they're obligated to give the guy who saved their planet a bunch of pointless medals and trophies. When the reality of the situation is that I just didn't want to see the entire universe go up in a giant mushroom cloud. The fact that everyone is still here is good enough for me," Ben explained.

"And that's exactly why people feel the need to give you stuff. You don't ask for stuff. Therefore you get stuff," Kevin said.

"People make zero sense," Ben said, shaking his head as both Kevin and Gwen grinned.

"Ah, come on Tennyson. Most of the universe would do anything to please you right now. Try and make the most of it. I know I would," Kevin said, unceremoniously throwing Ssserpent in the back seat.

"That's cause you don't have weird aliens appearing in your showers and marveling at your 'power,'" Ben said with finger quotations, causing Gwen and Kevin to burst out laughing. After a few moments, Ben cracked and started doing the same.

"You're insane," Gwen said, laughter still slipping out every so often.

"But I'm awesome, so it evens out," Ben said with a grin before getting in the back seat with Ssserpent.

* * *

"Ben, are you ok?" Gwen asked, putting a hand on his forehead.

"Why wouldn't I be fine? There some kind of virus spreading around or something?" Ben asked, his gaze aimed at Gwen's arm.

"No, it's just... you ordered something normal for once. I just thought you went through some horrible accident," Gwen said, and Kevin nearly spat out his smoothie from the comment.

"Ha ha. Very funny. I was just in a pineapple mood today," Ben said, taking another sip from the smoothie.

"Even though there are still more weird combos for you to try?" Kevin asked.

"Even then. But let's not talk about my smoothie choices. The real question is what do we do about patrols now? With Grandpa Max and the Helpers getting in on everything, we're not the only ones watching Earth anymore," Ben said.

"I talked to him about that. Grandpa told me the Helpers aren't ready for anything that serious. And I'm talking nothing more threatening than Forever Knights serious," Gwen said.

"Why? They're a group of ragtag of superpowered teengers, and they're not half bad at it. Why wouldn't they?" Kevin asked.

"That might be true, but their teamwork is terrible. And sometimes terrible teamwork is all it takes for everything to fall apart even if you're a good fighter," Gwen said.

"Don't I know that well," Ben said with a grimace.

"So we're still going to have to take care of most stuff. Just great," Kevin said with a sigh.

"You should've known that would be too easy," Ben said as the Omnitrix beeped, and he immediately answered it. "Grandpa?"

_"I've got some bad news Ben. Vilgax is back,"_ Max said.

Gwen and Kevin saw that Ben went completely still, a look of surprise and horror crossing his face. Then the look immediately shifted into a look of anger that was barely contained.

"How," Ben said, the word coming out through gritted teeth. "He's gone. He _should_ be gone. I threw him into space."

"I'm sure he remembers," Max said, and Ben could hear the exhaustion in his tone. "When Vilgax arrived, he issued a Conqueror's Challenge to you."

"Ben can't accept that!" Kevin exclaimed, his eyes going wide.

"If it means taking care of Vilgax, then you can bet I will. But... it would help if I knew what it was," Ben said, some of his anger managing to simmer down.

"The Galvin set it up to limit the destruction caused by interplanetary wars. Rather than risk mass destruction, both planets can choose a single warrior to represent them. The winner becomes the ruler of both worlds," Max explained.

"This is all about me. He wants payback, and he wants to me to know that I'll lose everything if he wins," Ben said with a dark look.

"You're _not_ going to lose," Gwen told him firmly.

"I know that. But we're only in this situation because what I did last time didn't work. It makes me wonder that just beating him down the same way as usual is really the answer," Ben said in a hard tone.

Suddenly, it hit Max that his grandson wasn't the same chili fry loving kid he had been on their summer road trip. Because that kind of roughness in his voice wasn't something you could just do. It came from experience that had manifested itself into a cold, hard logic. He only heard something like that from Plumbers who had seen a few things while in the business, and the fact that he was hearing it from his own grandson was jarring.

"Ben, that's not necessary," Max told him.

"Then what _is_ necessary? Cause I'm not seeing any other way. Me throwing him into space was no accident," Ben said, gripping his fists tightly as he jumped to his feet. Gwen and Kevin put a hand on his shoulder to calm him, but it did little. "I thought, _hoped_ even, that I would never see him ever again."

"Ben, take a deep breath and stay calm," Max said, which finally got Ben take a moment to try and center his thoughts.

"Sorry. I just..."

"I know. But if you're going to do this, you need your head in the game," Max told him.

"You're right. Completely right," Ben said as his breathing regulated. "How much better has he gotten?"

"Significantly. I'll send you footage of the fight. A camera crew had caught the entire thing," Max said.

"Fight?" Gwen questioned before her eyes widened. "Grandpa, you didn't..."

"We were close, and we didn't know what Vilgax was up to. We had to try," Max said, seemingly trying to convince himself it was a good idea.

"Send me the footage," Ben said tonelessly.

"Sending it your way now. And Ben, I'm..."

"Don't. I only blame one person, and it's not you. So don't apologize and get some rest," Ben told him softly before disconnecting the call. Then his gaze wandered towards the sky, his eyes closed.

"Ben... are you ok?" Gwen asked in a concerned tone, and she didn't immediately get an answer. "Ben?"

With a fury neither Gwen nor Kevin were expecting, Ben grabbed his smoothie and threw it across the parking lot even though it was half full.

"Tennyson,_ calm down,"_ Kevin emphasized.

"That's a little difficult to do right now. That son of a..." Ben growled, trying unsuccessfully to quell his anger.

"What's the deal with Vilgax anyway? I know this guy's tried to kill you, but haven't a bunch of other aliens tried that?" Kevin asked.

"Other aliens haven't sent an army of robots and bounty hunters to Earth for one device. Other aliens haven't aided in nearly getting the universe destroyed in a mindless hunt for the Omnitrix. Vilgax is as dangerous as he is selfish, and we have _a lot_ of history," Ben said with a dark look.

There was a moment of silence before the footage of Grandpa Max's fight with Vilgax showed up on the Omnitrix.

"Let's get to watching," Ben said before walking towards the car.

* * *

"How long has he been doing this?" Kevin asked as he walked inside. They were in old gym Gwen and Ben used to practice their powers.

"Ever since grandpa sent the video," Gwen said, still staring at her cousin. That was hours ago.

"It's actually kinda unnerving seeing him like this," Kevin said as he watched Ben switch from transformation to transformation.

Every transformation was meant for a specific attack of Vilgax's, and Ben was coming up with an answer for all of them. He was making sure he was going to win. He needed to be on his A game for Vigax.

"Tennyson!" Kevin suddenly exclaimed, causing Ben to pause while a glowing fist was raised. "Take a break, will ya? Taking five won't kill you."

"I guess," Ben admitted hesitantly before taking a seat next to Gwen.

"You're prepared enough. Best thing you can do now is actually rest for the fight," she told him.

"You're right. I've looked at everything he did in the video, and I've got an answer for it all. All I have to do is make sure I react to it and take him down," Ben said, punching an open fist.

"And then what?" Gwen questioned.

"What do you mean by that?" Ben asked.

"Ben, don't play with me. I haven't forgotten about that whole 'just beating him won't work' thing with grandpa," Gwen said with a serious stare.

"And you think I was wrong?" Ben asked with a raised brow.

"Probably not, but..." Gwen trailed, biting her bottom lip in hesitation. "This is a lot like what happened with Michael."

"You would defend Vilgax of all people?" Ben questioned in disbelief.

"This isn't about Vilgax. It's about you," Gwen said, turning to him with a glare.

"Well, you shouldn't be concerned about me," Ben told her.

"She defintiely should if _you_ of all people are talking about killing someone as freely as you are now. Even if the person is an evil bastard," Kevin interjected, fixing his gaze on Ben as well.

"I don't exactly find the idea attractive either," he said, looking to the side.

"Then why do it?" Kevin asked.

"Because Vilgax is never going to give up. No matter how many times I beat him, he comes back. And it's hard to say whether he wants to conquer the Earth more than he wants to kill me. But if he ever achieves those goals, he'll set his sights on the rest of the galaxy. All he wants is to be able to call the universe his to rule," Ben said, a hard look in his eyes. "I don't like the idea of killing anyone. Even him. But if it keeps the galaxy safe from his clutches... my friends and family... well, you bet I'll do it."

"Then..." Gwen closed her eyes for a brief moment before fixing him with an almost desperate look. "Listen, I've read the Conqueror's Challenge rules. Vilgax is forbidden from invading Earth again should he lose."

"You think that's going to stop him from trying anyway?" Ben asked.

"Maybe not, but I just want to see. If it doesn't work out, then you can deal with him how you want to next time you meet. But I'm asking that you don't this time," Gwen said, putting both of her hands on one of his.

"Killing isn't something most people can just do once and shrug off as if nothing happened," Kevin said, looking Ben in the eye. "I bet it seems like the smartest decision right now. But later down the line, you may regret it."

"Probably. Cause believe it or not, I hate that killing him makes as much sense as it does," Ben said before sighing. "Alright. I won't try and kill him. But I _will_ make damn sure he remembers the beating I'm going to give him."

"Thank you," Gwen said gratefully, her shoulders sagging in relief. "I just wish it was a line you didn't have to cross at all."

"You and me both. Let's just hope that clause of this stupid challenge actually keeps him away," Ben said, looking to the sky.

* * *

"Vilgax's fleet is currently in orbit around this planet. Should your champion fail to show..."

"Shut up," Ben interrupted Psyphon in the middle of his speech as he flew onto the field as Jetray. "Tell Vilgax to get here. I want this done and over with."

"That eager for your demise, hmm? Well, it seems my Lord shall not keep you waiting any longer," Psyphon said before teleporting away.

Ben looked to the sky and saw something akin to a falling meteor approaching the area Psyphon was just standing at. He made sure to fly out of the way of its blast radius, hovering a few meters off the ground as Vilgax emerged from the center of the explosion.

"Ben Tennyson. I've come to kill you and conquer your world. Is now a bad time?" Vilgax added mockingly.

"It's always a bad time whenever you're involved. But if you want me, then come and get me," Jetray said, his eyes glowing a bright green.

Without a word, Vilgax held his right hand in front of him and fired a laser from his wrist. In an instant, Ben transformed into Chromastone while running forward. The squid was caught off guard as Ben charged the energy from the blast into his fist, the punch having enough force to break one of Vilgax's ribs even through the armor. Despite the force, the blow barely even made Vilgax flinch before he immediately drew his sword.

He raised the sword above his head as Ben immediately changed to Humungousaur while his hand was already reaching towards Vilgax's. He hooked the squid alien's arm before rotating to Vilgax's left, holding his arm in a classic arm bar. And with a hard yank, the bones in his arm cracked, but didn't break.

"Release me!" Vilgax exclaimed as he managed spin around, catching Ben with a backhand that forced him to let Vilgax go.

But the blow definitely didn't stun Ben since he was able to grab Vilgax by the throat as he spun around for an attacking, throwing him into a tree with a powerful throw.

"You definitely hit harder," Humungousaur said, snorting a small glob of blood out of his right nostril.

"And you have grown to be a more skilled fighter," Vilgax said as he raised his sword in front of him. "It will not be enough."

"Say that when you get more than one hit on me," Humungousaur said before growing in size.

With a giant leap in the air, Ben brought his fist down hard enough on the ground to break the ground in front of him. Vilgax avoided the attack by jumping in the air, his wrist laser rapidly firing beams of energy at Ben's position. Humungousaur had been replaced with Chromastone as he took the energy blasts head on. He took the energy in before sending it back at Vilgax in the form of an energy blast that squid alien blocked with his sword.

But Ben hadn't stopped even though the attack could have hit him. He had already transformed into XLR8, speeding at Vilgax from the side. The squid alien smirked before raising his right hand that should've hit Ben as he was speeding towards him. But all he could feel was an intense cold traveling through his arm.

"Predictable," a cold voice hissed before Vilgax looked in the direction the voice came. The next thing he saw was an Anodite with bright green eyes standing before him, cocking a mana infused fist back. Then it made impact with Vilgax's frozen arm hard enough to shatter it.

Vilgax yelled from the pain of his broken, frostbitten stump of an arm while gritting his teeth. He picked up his sword with his remaining hand, but a mana blast in the gut stopped him from doing much more

Ben's tendrils emerged from his head, attaching themselves around Vilgax's neck before throwing him in the air. Two energized mana beams met him before he even hit the ground.

Vilgax couldn't even fathom how things had gone wrong in the fastest possible way. The fight wasn't leaning towards either combatant in the beginning. Then nearly every move Vilgax made was strategically countered as if Tennyson knew that Vilgax was going to do it the moment it happened. He had been banking on him reacting to his dash as XLR8, critically punishing it by shattering one of his arms, mocking him by saying he was predictable.

And predictability in a battle was practically a death sentence.

"So Vilgax, Conqueror of Ten Worlds..." Ben trailed as he walked up to Vilgax, nearby plant life dying as he stepped closer and closer to him. "...do you think you can still kill me?"

Vilgax responded with a laser blast from his eyes, but that was easily blocked by a glass mana shield that took the blast without even cracking. A pink substance was emerging from every living thing in the park, all of it making its way towards Ben. And he continued walking as if nothing ever happened.

"You want to know something Vilgax?" Ben asked, firing a mana beam that Vilgax blocked with his sword. But a mana tendril suddenly emerged from the ground, wrapping itself around Vilgax's one arm and refusing to let the squid alien go.

"That day I threw you into space, I hoped I would never have to see you again. You are a monster, and all monsters deserve to fade away and be forgotten. But no. You weren't content with that. You couldn't just give up and leave me alone, could you?" Ben growled, two more tendrils emerging from the ground and binding Vilgax's feet.

"Well, I'm here to tell you that I won't accept that anymore," he continued, picking up Vilgax's sword and spinning it in his hand with surprising ease. "Now there's a price to pay for messing with Earth. And believe me. That price is one you won't walk away from."

Vilgax didn't dare say a word, his eyes zeroed in on his own sword in Ben's hand.

"Luckily for you, that price is not today," Ben said, pressing Vilgax's sword against his neck hard enough to draw blood. "Say the word. And I will _not_ repeat myself."

"I... yield," Vilgax admitted, bowing his head in defeat.

"That's right. You do," Ben said, dropping Vilgax's sword like it was the nastiest thing he had ever touched.

Gwen's eyes were wide as she looked at Ben. She knew he hit every opponent hard now, but that... that still showed he was still holding back. He didn't beat Vilgax by hitting him hard and fast like usual. He beat him by dismantling him - reacting to every move the alien did before launching a counterattack that was hard and punishing. She was still having a hard time believing he shattered half of Vilgax's arm.

And if the way he was spinning his sword was any indication, it's likely she would've taken his head with it had she not talked to him. And that thought didn't sit right with her.

"Come on. Let's get down there," Kevin said softly, gently shaking her shoulder. She nodded and created a platform for them both to stand on, using it to carry them both down to the park.

"By the rules of the Galactic Code as ratified by the Casey Kelley Accords, you have lost this contest. You must leave this world, and never attack it again. Do you acknowledge?" Max told Vilgax, his expression pure ice as he stared at him.

"I do," Vilgax said before looking to Ben. "But know this Ben Tennyson - I will have my vengeance upon you."

"Try again tomorrow, and see how well the day turns out for you," Ben said, narrowing his gaze at Vilgax.

The Vilgaxian only teleported away with Psyphon in tow, allowing Ben to blow out a puff of breath.

"How do you feel?" Max asked, putting a hand on his shoulder.

"Other than energized from all the mana I absorbed?" Ben questioned. "Angry. Angry that I know he's going to try and come after me again, but at the same time... I'm also glad."

"Glad?" Kevin asked, not expecting that statement.

"Glad that I didn't kill him. Not in the sense of getting rid of him, but in the moment I had his sword pressed against his neck... the weight of everything suddenly hit me. This was me willingly taking life away from the universe. Even though it's Vilgax, it wasn't as cut and dry as I thought," Ben said.

"Choices like that are not easy. I'm just glad you held off on it," Max said, placing a hand on his grandson's shoulder.

"I didn't do it for me. I did it for her," Ben said, pointing at Gwen.

"And I'm happy you did," she said, wrapping him in a tight hug that he returned. "Now all we have to do is hope those challenge terms keep Vilgax away."

"They won't," Max said with so much certainty that Gwen was caught completely off guard.

"Why?" Kevin asked.

"Because there's a big hole in the stipulations. While the Accords say that the loser cannot attack the world of the winner a second time, it does not stipulate that the loser is prohibited from attacking individual targets of that planet," Max said, making Kevin's eyes widen.

"I overlooked that. Dammit, I can't believe I didn't think of that," Gwen said in a frustrated tone as Ben put a hand on her shoulder.

"Hey, loophole or not, I wasn't expecting Vilgax to suddenly stop attacking me just because some fancy contract said so. He spent nearly four years building power to try and kill me. He was going to try again regardless if it was there or not. Either directly or through some other roundabout way," Ben told her before rubbing his temples. "Look, it's been a trying day for everyone. Let's just go home."

"I agree with that sentiment a hundred percent," Max said, a smile finally making its way on his face. "Come on! I think I got some beetle stew I can whip up for you kids!"

"Grandpa, Ben's already had one disgusting thing with legs trying to kill him today. I don't think he needs another," Gwen said with a grin, her gaze darting towards Ben. She was glad to see his face immediately brighten up as he let out a loud laugh.

Max and Kevin both followed suit, and suddenly the atmosphere seemed a lot more at ease.

"Well, I suppose than something else would have to do. I suppose boring old burgers will have to do instead," Max said.

"That sounds great," Ben said with a smile as they started to walk off.

* * *

A/N: Ok, a lot more got changed than I initially thought. But you know what? I actually think I like how this came out more, so maybe this was a blessing in disguise. I still hated I had to rewrite this chapter, but I'm happy with the improvement.

I'm seriously glad I managed to get this up before I got any reviews that I posted the same chapter twice. I would've died of shame. Anyway, hope ya'll enjoyed this.


	18. Chapter 18 - Three Of A Kind

A/N: Based on the "Fool's Gold" episode. Also, I'm bringing in a character for this chapter. Try and guess who it is.

* * *

"Ok, that's definitely new," Ben said, eyeing the spike ball Kevin made from his hand.

"Isn't it?" Kevin said with a smile. He morphed his hand between a sword, a mace, and a hammer before making it a regular hand again. "But, man is that weird."

"You'll probably get used to it soon enough. Believe me, if I can get used to this..." Ben trailed, bouncing a ball of mana between his two hands. "...you'll be able to get used to transforming your hand into different stuff."

"Right. Hey, there was something I wanted to talk to you about," Kevin said.

"Shoot," Ben said before floating in the air, leaning back in a relaxed fashion.

"You know Gwen more than anyone, right?" Kevin a sked.

"I'd like to think so. The only one who can rival me in that department is Grandpa Max," Ben said. "Why do you ask?"

"How do you think she'd respond to me asking her out?" Kevin asked, making Ben suddenly freeze.

The young Anodite lowered himself onto the ground and noticed there wasn't a trace of nervousness on Kevin's face. Hesitation, but not nervousness. Then again, it took a lot to make Kevin nervous.

"You like Gwen?" Ben asked with a raised brow.

"Sorta. Just thought about asking her to catch something to eat is all," Kevin said with a shrug.

Ben pondered the idea. If Kevin was too much like the reckless kid that teamed up with Vilgax to kill him, then he would've easily been able to say no. But he wasn't. Kevin had grown up. Maybe not fully, but he had come a long way. He had proved himself to be a loyal friend; someone who could think about others and was willing to put a lot on the line for them. If that same attitude was transferred to Gwen, then there would be nothing wrong with it.

"I don't know," Ben honestly said. "The both of us have messed with each other about dating plenty of times, but until Julie, there wasn't a girl that I was interested in asking out. For a variety of reasons. Gwen was exactly the same time. This guy's an idiot. That one's too arrogant. That one has an emotional capacity smaller than a teaspoon. The list goes on."

In response to Kevin's hesitant look growing, Ben continued.

"But that's not to say she wouldn't give you a shot. You're arrogant, but you're not really an ass about it. You're plenty smart in your own right, and you've proven you can do stuff for other people and think about their needs before your own. All in all, you're a pretty good person. So you'd at least have a chance of her saying yes."

Kevin thought over his words for a bit. Dating a girl like Gwen certainly wasn't something that he ever planned on doing, but all sorts of things happened that he didn't plan. And he dealt with it when it did.

"All right. I mean, I was going to ask her no matter what you said, but it's good to hear some validation," Kevin said, making Ben snort in amusement.

"I take back what I said. You _are_ an arrogant ass," he said, making Kevin smirk.

"Takes on to know one. Anyway, since you helped me, I may as well help you. How come you haven't asked out that Julie girl?" Kevin asked, making Ben roll his eyes.

"I already talked to Gwen about this. It's just not a good idea to date her what with all the alien stuff," he said.

"Does she know that?" Kevin asked, making Ben sigh.

"Yeah, I told her just before the invasion. I just wish I could date a girl that I didn't have to hide this from," Ben said, raising a glowing hand to emphasize the Omnitrix and his Anodite powers in one visual.

"It'd also help if she could defend herself too. That way things would be less dangerous for her and all that crap," Kevin said.

"Trading notes on girls, boys?" an amused voice said, and it caused Ben and Kevin to quickly wheel around.

Verdona was floating in the air with an amused look on her face as she stared down at them. But this time, she had someone with her. And she looked like a carbon copy of Gwen's Anodite form. Only her mana was a lighter color while having a bit more intensity.

"I have no clue what you're talking about," Ben said with such a casual tone and even expression, that even Kevin almost believed him. "Who did you bring with you?"

"I'm Sunny. I hear you're Verdona's favorite," Sunny said, giving him a critical look. It was almost like she was sizing him up, and the gesture made Ben raise a challenging eyebrow.

"And if I am?" he asked, glancing at Verdona. She was watching the interaction with an amused expression.

"You don't look like much," Sunny said, looking at him up and down.

"Looks are decieving. I'm sure that's something you're familiar with," Ben said, which earned him a death glare.

"Did you bring her here just so she and Tennyson would start arguing?" Kevin said as Verdona floated over next to him.

"It's not the main reason, but I can't say it wasn't a factor. I'm interested to see what becomes of it," she said with a wry grin. Kevin probably should've told Ben that, but he'd be lying if he said he wasn't interested too.

"You look like nothing more than a shooting star to me," Sunny retorted.

"What does that even mean?" Kevin asked when Verdona shook her head in amusement.

"You're aware that shooting stars burn bright, but fizzle out quickly?" she said, making Kevin raise an eyebrow. "It's quite the insult for an Anodite."

"Hey Tennyson! She just called you a shooting star," Kevin told him with a grin. He was as eager to see them butt heads as Verdona now.

"As if I care!" Ben said back before adding as an afterthought, _"Not quite sure what it means, but I guess it's an insult."_

"In case your small brain can't figure it out, you're burning bright now. But you'll burn out and become a has been sooner or later," Sunny said with an amused smirk.

That statement annoyed Ben. Regardless of not getting the best training possible, he was proud of how far he had gotten with being an Anodite. It's not like Verdona was around 24/7, so he knew he had talent.

"In case you weren't aware, some people spend most of their lives not knowing they were an Anodite. So excuse me if I don't meet her majesty's standards," Ben said sarcastically. "Besides, I work as hard as I can to be a talented Anodite. Despite the fact that I don't live on the home planet, I'd say I'm damn good at it. Between that and the way you act, it's no surprise that I'm the favorite."

That definitely set Sunny off, indicated by the way the mana on her head expanded into multiple tendrils.

Each of the tendrils crashed into Ben's chest and sent him skidding back quite a ways. And unlike most hits he had taken since he became an Anodite, this actually hurt a little.

Kevin moved to absorb the ground beneath him, but Verdona put a hand on his shoulder.

"No. I believe Sunny needs this. Have faith in Benjamin," she told him. With some hesitation, Kevin nodded. But if he thought even for the slightest moment that Ben was in serious trouble, he'd jump in.

Resting his right arm on his leg, Ben glanced at the Omnitrix on his wrist. There were so many different ways he could take her on, it wasn't even funny. But no. He wanted to beat her at the game they both played. And he was going to prove he played it better.

"What was that you were saying?" Sunny goaded as Ben clenched his fingers on the ground underneath him.

"Look out below," Ben quipped before mana tendrils came out of the ground and wrapped around Sunny. Then Ben jumped in the air and hit her with a flying kick that was followed up by wrapping his tendrils around her and throwing her into a tree.

Sunny shook off the force of the hit, and flew towards him with her tendrils stretching out towards him threateningly, but his tendrils popped out as well and started to wrestle with hers.

Sunny tried to change avenues and blast Ben in the chest with a blast, but his hands grabbed her wrists firmly. And he had her beat in terms of physical strength, so there was no chance of her struggling away.

"Are we having fun?" Ben quipped with a smirk on his face that annoyed Sunny even more.

"Back off," Sunny said before one of her tendrils got free and smacked him in the face. It was immediately followed up by a mana blast angled at his face, which Ben narrowly avoided before flipping his cousin on her back.

Retracting his tendrils so he would no longer be tethered to her, the Anodite grabbed Sunny out of the air when she attempt to start flying in order to get away.

"Where you going?" Ben taunted before pulling his cousin towards him, his knee meeting her gut. Sunny let out a wheeze of breath from the force of it.

Keeping an unrelenting grip on her arms, Ben created his energy barrier around them. Sunny let out a yell of pain from the powerful energy before Ben palmstriked her in the chest, an energize mana disc leaving his hands in that exact instance. That knocked Sunny back by quite a few meters.

Ben knew an Anodite could take a lot, so he wasn't going to bother holding back. But he made sure to stop himself when he saw Sunny barely able to get to her feet. As far as he was concerned, that meant he won.

"No way. There's no way," Sunny said in a shocked tone. "That's energized mana! That's supposed to be advanced! Even I can't do that yet!"

"Doesn't surprise me much. It takes discipline and practice. Something you probably don't do or use either of," Ben said as he raised a glowing hand just in case she tried something, but Verdona put a hand on his while smiling.

"That's enough Ben. I think she gets the message now," she said before looking to Sunny. "Do you now see what I mean now? Just because you are good doesn't mean you aren't above practicing and learning from others."

"Is that why I couldn't energize mana when you told me about it? Cause I don't practice as much as I should?" Sunny asked, crossing her arms and looking sullen.

"That's the gist of it. You are talented Sunny, but you aren't the best yet. And your parents have made you a rotten brat. Well, no more of that. Benjamin, could you do me a favor?" Verdona asked.

"Please tell me it doesn't involve hanging out with her," Ben asked in an exasperated tone while pointing to Sunny.

"Your cousin could do well with your guidance. Gwendolyn's as well. Some responsibility would do her plenty good. If you feel the need to send her back, just tell me through the mana field," Verdona told him.

She taught both him and Gwen the technique shortly after the Highbreed invasion. It helped them easily communicate with each other if it was ever needed. It was more than useful if Gwen didn't have her Plumber's badge on her.

"I'll do it," Ben said with a sigh, making Sunny glare at him. The glare did absolutely nothing to intimidate him. "But if I get too tired of her, I'm sending her back to you."

"If that happens, I'll find ways to sort Sunny out myself," Verdona said, staring her granddaughter dead in the eye.

That look scared Sunny more than she was willing to admit. She knew how powerful her grandmother was, and that power made her a force to be reckoned with. It was the kind of power Sunny herself aspired to achieve.

"This oughta be good," Kevin said in an amused tone.

"You are an Anodite just like me and Benjamin. So I won't demand that you listen to him," Verdona said, making Sunny huff out a sigh of relief. Then she turned to Ben. "But if she won't stop making bad decisions, feel free to remind her exactly how well you fight."

Both Sunny and Kevin unwillingly took one step back when grandmother and grandson shared a similar grin that was more predatory looking than that of any great white shark.

"Yikes. I wouldn't want to be you," Kevin said to Sunny.

"Noted," Ben said before looking to his cousin, who looked as if she swallowed an entire bottle of cough syrup.

"Then I'll be off. Enjoy yourselves!" Verdona said with a wave before teleporting away.

"So what do you do for fun around here?" Sunny asked.

"Human stuff mostly. At least until an alien pops up," Ben said with a shrug.

"Human stuff?" Sunny said, looking at Ben like he just dived into a dumpster.

"Don't upturn your nose at me," he said in an annoyed tone. "It's nowhere near as bad as you think. On Anodyne, you were probably doing energy ring aerial Olympics or something like that. I'm sorry if normal stuff doesn't please you."

"They're beneath Anodites. Why you would choose to stay in this cesspit is beyond me," Sunny said.

Kevin had to repress a snicker at the look on Ben's face. You could practically see a vein throbbing in his head.

_"Oh, this is gonna be an entertaining visit,"_ Kevin thought with a grin on his face.

"God, you are a... Nope. Stay calm Tennyson. Do you have a human disguise?" Ben asked, pinching the bridge of his nose. With a roll of her eyes, Sunny transformed.

Ben was certainly was not expecting the look that came after. Sunny wore a black skirt with a low cut purple shirt. Her eyes were violet with a bit of the pink hue from her mana showing. It was all topped with long dark hair and a pretty face that was similar to Gwen's.

_"Ok, exactly like Gwen's,"_ Ben thought, tilting his head to the side.

"Meanwhile you still need that mask to look like a human." Sunny's voice penetrated his thoughts, and he went from staring to glaring within a split second. She ignored him though, and looked to Kevin with a smirk on her face. "Enough of him. You got a name, muscles?"

"Kevin," the teen said with a grin on his face.

The grin immediately disappeared when he saw Ben fixing him with a glare scary enough to make Vulpimancers whimper like puppies. Probably had something to do with the fact that he literally just asked Ben whether or not it'd be a good idea to ask Gwen out.

_"I'm already regretting agreeing to this,"_ Ben thought while shaking his head.

* * *

"You agreed to this why?" Sandra asked her son. Sunny was on their couch, her arms on Gwen and Kevin's shoulders.

"Grandma thinks hanging around me and Gwen will help her learn some discipline. But I'm already starting to regret that decision," Ben said sourly, looking at Sunny and seeing her practically talk Gwen's ear off.

From the looks of things, Gwen was already reaching her patience limit. Kevin was just snickering soundlessly.

"Interesting how Verdona wants someone to be responsible," Sandra said, looking at Sunny with a frown.

"You promised you wouldn't do that," Ben said in an exasperated tone.

"Sorry," Sandra apologized, momentarily forgetting Ben was now on good terms with his grandmother. "It's just... I can never forgive that woman for what she did to you."

"I understand that. I didn't think I would be able to either. Just... go a but easier on her," Ben said as Gwen walked up to him.

"Tell me why you agreed to this?" she said, rubbing her temples to nurse her headache.

"Verdona seems to be under the impression we can help her learn how to be more responsible. I figured we should go ahead and give it a shot. Besides, if she gets to be too much, we can always send her back. Let's at least try to do this," Ben said, making Gwen sigh.

"Fine. Just don't expect us to be best friends," she said.

"Oh, don't worry. I can't see you and Sunny having the kind of relationship where you have sleepovers and braid each other's hair," he said with amusement in his tone, his watch beeping almost immediately after.

"You must have me confused with some other girl if you think I would ever let someone braid my hair," Gwen said with a roll of the eyes.

"Who knows. She might talk you into it," Ben said before answering the call. "Go ahead grandpa."

_"Ben, do you mind meeting me at the Plumber base?"_ Max asked, catching the attention of both Kevin and Sunny.

"What's the deal? Another invasion?" Ben asked as he leaned against the wall. "If we get any more, I'll start considering them weekend activities."

_"Nothing as drastic as that. I'll explain when you get over here. Sending you the location,"_ Max said before disconnecting the call.

"Huh. Normally he just tells us here and now," Ben said as a map popped up on his Omnitrix, a red dot pinging the base Max was located at.

"I don't think it's anything too serious. He would've told us if it was," Gwen said.

"So you're a Plumber?" Sunny suddenly said, catching everyone's attention.

"Of a sort. All of us are," Ben said, gesturing at Gwen and Kevin.

"You have to let me go with you," Sunny said, her eyes suddenly lighting up with excitement. "Grandma's told me some of your grandpa's stories. They sound like a fun time."

"Oh, no. No way," Ben said while shaking his head.

"Yes way," Sandra said, making Ben turn towards his mother with a surprised look. _"You_ agreed to this. She's _your_ responsibility. Besides, didn't you say she was an Anodite like you?"

"Pretty decent at it too," Ben said grudgingly.

"Well, then she'll be able to help you when you go off and do whatever you decide to do," Sandra said before her gaze turned stern. "Take her."

Ben sighed before looking back to Sunny, who looked incredibly smug. He punched her in her arm, and she winced while rubbing at the offended spot before glaring at him.

"Come on," Ben said as they teleported away with Gwen's guidance.

* * *

"Glad you guys could get here so quick," Max said with a smile before it changed into an expression of confusion upon seeing Sunny. "Um... who is this?"

"This is Sunny. Our cousin. Ben thought it'd be a good idea to agree to have her with us for the entire time she's on Earth," Gwen said, giving her cousin a pointed look.

"I said I was sorry," Ben hissed.

"So you're their grandpa, huh?" Sunny said, walking up to Max.

"Yes, I am. Pleased to meet you, Sunny. I hope you don't mind if I asked what your parents think about you leaving the planet," he asked.

"Oh, they don't really care," Sunny said in a dismissive tone, as if it was no big deal. "Most of the time they just let me do whatever as long as I don't get involved with a 'bad crowd.' Or something like that."

"Well, that's certainly parenting," Max said plainly before looking to Ben, Gwen, and Kevin. "I need you all to head to a little town called Walton."

"Isn't that somewhere way down in the south?" Kevin asked.

"Yeah. Every seventeen years, college students from another planet land there to blow off steam for a week," Max said.

"Alien spring break. That's surprisingly human like," Ben said with a small smile.

"You'd be surprised how many aliens actually picked up habits from Earth," Max said with a smile of his own.

"What's going on down there?" Gwen asked.

"One of the aliens went missing this time around. I need you... four, I suppose..." Max said with a side glance aimed at Sunny. "...to find him."

"Wait. So we got called over here to just to find some missing alien?" Sunny asked, who was leaning against the console.

"Get off that, and yes. Plumber work isn't always busting up aliens," Ben said while crossing his arms.

"Then forget it. I'll find my own fun," Sunny said, getting ready to peel off her skin and fly away. But Ben put a hand on her arm and gave her a stern look. She only stared back in defiance.

"If you want to try your hand at winning another fight, be my guest. Because that's the only way you're going off on your own. You're coming with us whether you like it or not," he said, staring her dead in the face.

Green eyes met violet, and Sunny was the one to look away first. She seemed embarrassed by her loss of nerve, but quickly covered it up with a distasteful expression. Something about that look in his eyes just wasn't normal to her.

"Fine," she said sulkily.

"Good," Ben said before looking to his grandpa. But he didn't relinquish his grip of Sunny's arm. "We'll be back as soon as we can."

"You can let go of me now!" Sunny said, trying to struggle out of his grip.

"As if I don't trust you to fly away if I so much as look away for two seconds," Ben said as they exited the Plumber base.

"I don't think I've ever seen Tennyson so demanding with someone," Kevin said.

"I'm pretty sure Ben thinks a firm hand is the only thing that works on Sunny," Gwen said.

"He might not be wrong," Max said, catching their attention. "Anodites are generally raised with limited strictness and can do whatever they want most of the time."

"Is that why she's a spoiled brat?" Gwen said crossly.

"There's a high chance you would be too if you were raised by Sunny's parents," Max said, making Gwen cross her arms and look away. Even the idea of being like Sunny was off putting. "Just try and be patient with her. The fact that Verdona sent her here tells me that she doesn't really agree with how she's being raised."

"And you agree with her in thinking that if she hangs around us, it'll change that?" Kevin asked skeptically.

"It's a bit of a fifty fifty chance," Max said with a shrug.

* * *

"Why are we going to some backwater town again?" Sunny asked.

"To find a missing alien," Ben said tonelessly. "You were literally there when grandpa explained it."

"Doesn't mean it's any less dull," Sunny said, staring out of the window with a bored expression on her face.

"She's got a point. Why can't missing aliens ever go someplace fun?" Kevin asked.

"It's more like, 'Why would aliens would spend their vacation here of all places?'" Gwen said.

"Depends on what they can get away with," Sunny said, making both Gwen and Ben look at her. "Oh come on. If you could get away with smashing stuff, you'd do it more often too."

"That's not true, but I see what you're saying," Gwen said.

"I don't think that's the issue though," Ben said.

"What makes you say that?" Gwen asked.

"If they were all about causing havoc for the locals, then the Plumbers would've driven them from the planet already. Even if they only come back once every seventeen years," Ben explained right as Kevin hit the brakes.

"You sure about that?" he said skeptically.

Directly in front of them was a "Welcome To Walton" sign, but it was thoroughly destroyed with a tractor tipped over next to it. Everyone stepped out of the car, Sunny in particular going straight for whatever was lying in the road.

"Looks they're having one hell of a Spring Break," Kevin said before making the headlights on his car brighter.

"What'd you find?" Ben questioned as he walked over to Sunny.

"Gold," Sunny said eagerly as she was picking up as much as she could.

"Did you say gold?!" Kevin said, his attention immediately grabbed.

"It's all in the road," Sunny said, continuing to gather it. Gwen and Kevin joined the fray as Ben picked up one of the pieces.

"Looks like gold alright. But why does it also look like..."

"Poop," Kevin said flatly.

"You mean this came out of someone's ass?!" Sunny shrieked before immediately dropping what she picked up. Ben couldn't help but laugh at her reaction, which got him a glare. "Shut up."

"I didn't say anything," Ben said in an amused tone, raising his hands in surrender.

"Still. Only one way to find out," Kevin said before moving one of the gold pieces up to his mouth.

"Kevin. Don't," Gwen warned, holding out a hand.

"You really want to put anything an alien pooped out in your mouth?" Sunny asked distastefully.

Kevin ignored both statements before biting down on the piece he was holding, making Sunny grimace. But the Osmosian's skeptical expression quickly turned into a smile.

"It_ is_ gold. And it's real!" he said excitedly.

"Solid gold poop, huh?" Ben said before looking down the road. "How much do you think this is all worth?"

"Depends on how much is down the road. If you help me pick it up, I'll give you a share. I know a guy," Kevin said.

"Don't have to tell me twice," Ben said before raising a glowing hand. Out of the light came several tendrils that quickly latched at any gold in sight.

"Put em all in the trunk," Kevin said as he was picking up more of it.

"Come on guys. We don't have time for this," Gwen said.

"It'll go by faster if you help, and you'll have money saved for the future," Ben told her.

"Fine then," Gwen said with an eye roll.

"Don't expect me to touch that stuff," Sunny said in a disgusted tone.

"We'll be here a lot longer if you don't help," Ben quipped.

"Don't care," Sunny said, and was a bit surprised when Ben only shrugged. But she noticed that he was keeping one eye on her constantly, seeing if she tried to bolt. If she really wanted to get away, she could've just teleported somewhere else. Her grandmother's words were what kept her from doing exactly that.

* * *

"How much do you think it'll be worth?" Ben asked.

"All that gold on the road was at least ten pounds. And it's a little over twelve hundred for each ounce. And the guy I know can get us seventy cents on the dollar," Kevin calculated.

"With sixteen ounces in a pound..." Ben trailed.

"One hundred and thirty four thousand dollars, give or take," Gwen said, doing some quick math.

"And that's over forty four grand for each of us," Kevin said after a moment.

"I don't even have a bank account yet," Ben said, his his tone full of disbelief.

"I suggest you get one then," Kevin said as they started to pull into the town. "I'm just glad coming out here resulted in something useful."

"You don't get paid for this?" Sunny asked.

"Nope," Ben said easily.

"Plumbers are supposed to get paid for stuff like this. How come you're doing it for free?" Sunny asked.

"Our priority is keeping the world safe. Not getting paid," Gwen said.

Ben was about to respond to that, but stopped and stared out of the window when he saw the landscape. It had about as much renovation as any city. There were even sports cars parked outside of most of the buildings.

"Isn't this supposed to be a farm town?" he asked.

"Supposed to be. But this place looks about as good as Bellwood. Probably better," Kevin said.

"Guess we know why the locals never called these aliens in as problems. They're funding this city singlehandedly," Gwen said.

"Watch the road!" Sunny exclaimed as Kevin quickly hit the brakes.

Emerging from behind the buildings were about two dozen aliens that were about the size of kids. All of them were laughing as they grabbed ahold of Kevin's car and started to rock it back and forth.

"Get your hands off my ride," Kevin said while glaring at the aliens.

"I could knock them off," Sunny said with an eager grin, her right hand glowing brightly.

Whether it was the threats or they got bored with messing with the car, the aliens quickly dispersed right after. Sunny lowered her hand in a disappointed fashion before stepping out of the car with everyone. Shortly after, a man in a white suit approached them.

"You didn't see any aliens. It was just swamp gas," he said assuredly, straightening his jacket.

"There's not even a swamp in this area," Gwen said with her arms crossed.

"Mass hysteria?" he offered, but frowned worriedly when that excuse didn't fly either. "Weather balloons?"

"Save it. We're Plumbers," Kevin said, flashing his badge.

"Most of us, at least," Gwen said with a glance at Sunny.

"You may be a Plumber, but you aren't much of an Anodite," the girl retorted.

"Cut it out. Both of you," Ben interrupted before Gwen could respond. Then he turned to face the guy again. "We're here about a missing alien Mr. um..."

"Coleman. Mayor Coleman," Coleman said before raising an eyebrow. "And there's no missing alien here. If there is a missing alien, he's probably running around, eating popcorn, and having fun."

"Uh huh. Well, we're going to look around anyway if you don't mind," Ben said.

"Be my guest. But I'm afraid you're not gonna find anything," Coleman said before walking away.

"Is it just me, or does he seem off?" Kevin asked.

"No, it's not just you. But we'll worry about that later. Sunny, you need to..." Ben started, but she wasn't next to him when he turned around. "Oh, for the love of..."

A loud noise caught the attention of the three teens, so they ran off in the direction of the noise.

A small group of the small aliens were running off in a direction, but Ben's attention was on his cousin flying through the air with a cheerful grin on her face.

"Find out what you can about the aliens. I'll look after her," he told them before flying off.

"Woo hoo!" Sunny exclaimed as she flipped in midair and dived straight into the pool full of popcorn.

"Sunny!" Ben yelled, floating near the pool.

"Sup cuz," Sunny said in a relaxed tone, floating above the pool as she ate several pieces of popcorn.

"You do know you aren't supposed to be wandering off on your own, right?" Ben reminded her.

"It's not like I'm doing anything. You three can handle finding the alien and I can do the most fun thing this run down town has to offer. Unless you want to join me?" Sunny asked with a raised brow.

"We're supposed to be watching you. That includes..." Ben was cut off by Sunny tossing a bunch of popcorn in his mouth with mana in the shape of a ladle. He looked at her with an annoyed expression, but it disappeared once he started chewing.

"Hmm. The mayor might be weird, but that's some good popcorn," he said.

"You need to learn to relax every once in a while," Sunny said, floating above the pool when too many aliens started hopping it. Ben made a note to grab a handful before floating in an Indian style position.

"I relax when I can. Unfortunately, it's not as often as I would like," he said, popping another handful in his mouth.

"Responsibility as an Anodite," Sunny said distastefully. "This is what happens when you're raised on Earth."

"What's so bad about being responsible?" Ben asked.

"Besides the fact that we as Anodites are supposed do things our way and not catering to anyone who cries wolf?" Sunny said rhetorically.

"I use my powers to help people who need it and keep my planet safe. As far as I'm concerned, that _is_ doing things my way," Ben said before flicking a piece of popcorn on her cheek. "Better than becoming a spoiled brat like you."

"Go eat a Vulpimancer's anus," Sunny said while flipping him the bird.

"That's an image I didn't need," Ben said with a grimace. "Look, we were raised in two completely different ways. And learning life is not always fun and games is what makes me as good as I am. I'm driven and focused. I strive towards being a good Anodite."

"And you think I don't?" Sunny asked with an annoyed expression.

"I didn't say that. I just don't think you try as hard as you could. Do you?" Ben asked.

"It's like going to human school in comparison. What do you think?" Sunny asked.

"Yeesh. Point taken," Ben said, eating more popcorn. "Just believe me when I say this: Nothing's more of a challenge than a Tennyson with focus."

"I'm not a Tennyson," Sunny reminded him.

"By the time I'm done with you, you will be," Ben said before a loud crash caught his attention.

Many of the aliens now abandoned the pool full of popcorn and started throwing stuff through windows. Ben sighed as he tossed the rest of the popcorn he was holding back in the pool.

"And here I was thinking these aliens were actually having a chilled out spring break," he said.

"No one ever has a chilled out spring break. Ever," Sunny said.

"I disagree with you there," Ben said, knowing he and Gwen preferred more relaxed vacations.

"House tipping!" one of the aliens exclaimed. "Everyone! Tip the house!"

"You cannot be serious," Ben said flatly as each of the aliens started to pull it down.

"Should we help them?" Sunny asked eagerly as Ben raised an eyebrow at her. Then she pouted. "Can't blame a girl for trying."

"Not gonna fly," Ben said before flying in the air and transforming into Spidermonkey. "Spidermonkey!"

"Why do that when you can just do this?" Sunny questioned as she held out a hand, a long beam of energy knocking the aliens away from the house. Then with quick strings of webbing from Spidermonkey, they were locked in place.

"Why have two hands when you can have four?" he said as he held two hands behind his head. The other two were used to smack the heads of two aliens together in order to knock them out. Then he cocooned them with their heads sticking out before setting them next to their buddies on ground level.

"Oh no," Sunny said as she zapped a lawn chair out of the hand of two more aliens that were approaching Ben from the back. "If anyone's going to smack him upside the head, it's me."

"Love you too Sunny," Spidermonkey said sarcastically as he started flooring the rest of the aliens.

"You too Benji," Sunny said in a tone that was far too sweet.

"Never call me that again," Spidermonkey said before tying up another alien.

After a few minutes of punching, webbing, and mana shots, all of the aliens were rounded up. Sunny seemed satisfied with the result, given the way she was lazily munching on popcorn when Gwen and Kevin showed up.

"What's all this?" Gwen asked.

"All of these aliens tried to destroy the place, so we stopped them," Ben said, making Gwen raise an eyebrow at Sunny.

"And she helped?" she asked.

"Don't act so shocked," Sunny said with a roll of the eyes. "It's the most fun thing I've done all day."

"Busted on Spring Break," Kevin said, looking at the tied up aliens with an amused expression. "Yeah, I've been there."

A low whistle caught their attention, and the source came from the mayor.

"You kids have been busy," he said.

"What do you want to do with them?" Ben asked.

"Well for starters, let em go," the mayor said with a smile.

"That's it?" Sunny questioned, sounding skeptical.

"Have you seen what they did?" Ben questioned, gesturing to the destroyed building.

"Aw, the popcorn festival's once every seventeen years," the mayor said, untying one of the aliens and wiping him down. "No one wants to press charges. It's just a little damage."

"'A little damage,'" Ben said with a tone so even, it somehow managed to sound sarcastic.

"It's no wonder he managed to lose track of one of the aliens," Gwen muttered with a shake of the head.

Untying the rest of the aliens, the mayor seemed to give no indication that he heard or cared about what they were talking about.

"Now don't forget to eat lots of popcorn!" he yelled after them when they ran off.

"So you don't punish these aliens cause they're the source of all your gold poop, aren't they?" Gwen said, putting a hand on her hip.

"You got it. Every seventeen years, we make some popcorn and then shovel up the gold. Our entire economy's based on alien shit," the mayor said with a chuckle.

"Well, you honestly can't blame the guy. Really easy to replace buildings like this when you get a ton of poop the day it happens," Kevin said.

"That's fair," Ben said with a frown. Something still seemed off.

"Glad we see eye to eye on this matter," the mayor said, straightening his coat. "Besides. The Festival's almost over. They'll be heading back to school in the morning anyway."

"Not all of us. I'm not leaving until we find Decka," the small alien near Gwen's feet said.

"Decka? He probably went home already. Looking for him is a waste of time," the mayor said.

"Uh huh. We're still going to look around," Ben said before walking off with everyone following him.

"I can't be the only one who sees how full of shit this guy is, right?" Sunny asked, making Gwen glare at her. "What?"

The red headed cousin pointed down at Orb. Sunny rolled her eyes, but didn't comment.

"No. Which is why I want to find him through the most reliable method we have," Ben said before crouching in front of Orb. "You have anything of Decka's that belongs to him? Clothing, or even hair works."

"No. Nothing like that. But everyone did come here on their own ship," Orb said.

"That'll do," Ben said with a nod.

"Tracking..." Gwen trailed before putting a hand on her face in disbelief.

"Yeah, we probably should've thought of that sooner. Some Anodites we are," Ben said with a snort. He elbowed Sunny before she managed to say anything.

"I wasn't going to say anything," she hissed at him.

"Sure you weren't," Ben said before Orb started to lead the way.

No one had any clue how Orb could identify Decka's ship among the dozens of them that looked the exact same, but Ben wasn't complaining. At least if it was the correct one.

Gwen put a hand on the ship and her eyes glowed a bright pink before turning normal again.

"Got him," she said.

"Then hurry up and find him so we can get away from this backwater town," Sunny said, crossing her arms.

"I got a better idea. How about you just let us do our job," Gwen said, her tone irritated.

"I got an even_ better_ idea, believe it or not. How about we find Decka and reunite him with his friend so we can do both?" Ben said sarcastically. If this kept up any longer, he was going to be nursing a headache. "I swear, the two of you have bickered every other time the other speaks."

"No we haven't!" both cousins told him angrily before looking at each other. Gwen stormed past Sunny; seemingly to go find Decka. Kevin went to go talk to Gwen, and Ben went to Sunny.

"How often does this happen?" Kevin asked Gwen, who was pinching the bridge between her nose.

"Almost every time we talk. I can't stand her," she said in an irritated tone. Then she looked back to Ben, who was speaking with Sunny. The girl in question glared at Gwen, and she glared back before they both turned away.

"How can you stand her?" Sunny asked Ben, who was pinching the bridge of her nose like Gwen was.

"Gwen's awesome. You two just don't make an effort to get along. Like, at all," he told her.

"Not my fault she responds to everything I say. I don't like staying in this town, and I make it known. Doesn't mean she has to say anything about it. You don't," Sunny pointed out.

"Gwen is different from me," Ben told her.

"And that's why we always argue. You and me don't argue. I just want to kill you every once in a while," Sunny said, making Ben snort.

"I can feel the love," he said, making his cousin grin devilishly. It reminded him of Verdona's devil may care smirk that they seemed to share. Or maybe it was just an Anodite thing.

"Only for you Benji," Sunny said.

"Stop calling me that! It's even worse than Benjamin," Ben said, his face twisted into a grimace.

"Not while it irritates you this much," Sunny said with a laugh.

"Ok. Then from this point on, you will be known as Madam Sunshine," Ben said, making Sunny turn to him with a glare.

"I'm nowhere near old enough to be a madam," she said, making Ben smirk.

"Fits, you don't you think? You could just be an old woman attempting to reclaim her youth," he said before ducking a mana whip aimed for his head.

"I swear, if you don't stop calling me that..." Sunny growled.

"Then stop calling me Benji," Ben said with a raised brow.

"Ugh. Fine," Sunny said, crossing her arms in an annoyed huff as she started to fly. "How is it when I come up with something that annoys you, you manage to come up with something even worse?"

"It's one of the many talents I learned when I was a kid. Just ask Gwen," Ben said with the same devilish grin they inherited from their grandmother. One of these days, he was going to patent and call it "The Anodite Grin."

"I'd rather not," Sunny said stiffly.

"We're here," Gwen said in a tone just as stiff. Looks like she heard Sunny's comment.

They stopped in front of a barn that had the door cracked open, voices reaching them from even outside. Ben and Gwen held a bright mana orb in one hand to light the place up.

After walking for a few seconds of walking, voices started trailing in their direction from a distant part of the barn.

"Eat!" they could hear the mayor yell.

"I... I can't eat anymore!" a smaller, more scared voice said.

"That's Decka!" Orb exclaimed before running forward. "I'm coming, Decka!"

"Wait! Don't... Oh, for frak's sake..." Ben grumbled before the four of them rushed forward to catch up to the small alien.

"What are you doing in here?" the mayor exclaimed before Ben saw him pull out a laser pistol. "Well, it don't matter. You can join your little friend here."

"I don't think so," Ben said before firing a bolt of mana that knocked the weapon out of his hand. Then before he could do anything else, the mayor was wrapped in so many mana tendrils, he looked like a nightlight more than a human. And the tendrils were two different shades of pink.

"One of you is gonna have to let him go, or he's gonna suffocate under all that," Kevin told Gwen and Sunny.

"Let him. He'd deserve it," Decka said sourly as Orb tried to let him out of his cage. Kevin helped him with that by absorbing the metal off the bars and breaking it open.

"If he planned on killing you, it'd be a different story. He's just a greedy bastard," Ben said as he looked to Gwen. "Let him go."

"Why do I have to..." Gwen cut herself upon seeing the look on Ben's face. It was clear he was reaching his limit with her and Sunny's attitudes towards each other.

And if she was being honest with herself, she was acting a bit petulant.

Gwen dropped her hand, and half of the tendrils that were coating the mayor's body dropped. Ben could hear him take a large breath.

_"Congratulations Sunny. You are the first person besides me to get Gwen to act like this,"_ Ben thought before looking to Mayor Coleman with a distasteful expression on his face. "And as for you Coleman, you're heading straight for the prison."

"There's no way you can lock me up. I own this town boy," Coleman said confidently.

"Even if I believed your bluff, there's no way I'd lock you up in the town you're responsible for running," Ben said, his eyes narrowed in disgust before looking to Sunny. "You can let him go now."

Sunny dropped her tendrils, and immediately afterwards, the light pink tendrils were replaced by the same green as the Omnitrix.

"It's so weird that your mana is green," she said.

"That's what Verdona said. I think it's cause of the watch. But I like it. Green's more my color," Ben said, keeping the mayor suspended in the air as he walked towards Kevin's car.

"Can we go now?" Sunny asked. Gwen ignored her cousin and looked to Orb, who was still checking on Decka.

"You two gonna be alright for the rest of the day?" she asked.

"We'll stay for the rest of the festival, since everyone else is," Orb said.

"We are never coming back to this place again," Decka said angrily before walking off. "Come on Orb."

"You're welcome," Kevin said sarcastically after them.

"This is what you do this for? Ungrateful bastards like that?" Sunny asked distastefully.

"Not everyone is like that," Gwen said with an eye roll.

"Yeah, yeah. Let's just get out of this town," Sunny said dismissively before walking off.

"Every day is going to be a chore as long as she's here," Gwen said.

"You could try and get along," Kevin said, making Gwen give him an unimpressed look that made him raise his hands in surrender. "It was just a suggestion."

"No, it wasn't a bad idea. It's just... she has a habit of saying things that annoy me," she said while shaking her head. "How Ben can even talk to her, let alone have a full conversation with her is beyond me."

"You'd have to ask him," Kevin said before rubbing the back of his head. "Speaking of which, I wanted to ask you something."

"Sure," Gwen said.

"You want to catch a bite to eat?" Kevin asked, making the redhead look towards him with a surprised look on her face.

"As a date, you mean?" Gwen asked.

"Yeah," Kevin said.

Gwen frowned thoughtfully. Dating wasn't something she really thought about doing after getting back into the superhero scene. Plus there was the fact that she hadn't met anyone she ever thought about dating.

"I don't really date," she told him.

"I heard. Just thought I'd ask," Kevin said.

"Wait, you _heard?_ Did Ben tell you?" Gwen asked.

"I asked him about it. He said there was a small chance you'd say yes," Kevin said.

Gwen frowned. She wasn't entirely sure why, but about Ben giving Kevin advice about her dating life bothered her. And she really didn't know why.

"We'll see how it goes," she said, making Kevin raise his eyebrows in surprise.

"So that's a yes?" he asked.

"Yeah. It is," Gwen said with a nod.

"Well, awesome. Tomorrow at 3?" Kevin asked.

"Sure," Gwen agreed.

"Hey! You two coming, or am I going to have to drive back myself?!" Ben exclaimed from down the road. Suddenly Kevin went from hesitant to annoyed as he stalked off towards the car.

"Don't you touch my car Tennyson!" he exclaimed.

Gwen couldn't help but shake her head as she grinned. Well, at least that aspect of Kevin was consistently predictable.

* * *

A/N: Yeah. I brought Sunny in. Cookies for all who guessed right.

Like Verdona, Sunny's a character no one's ever really bothered to play with. I really want to have the opportunity to mess around with her. She won't around too long and she won't be in every episode she'll be on Earth, but she'll be around plenty.

So go ahead and get used to a reckless Anodite with few inhibitions trying to get turned into someone... less like that. And as you can see, Gwen and Sunny get along about as well as wet, pissed off cats crammed into a cage together. Hope you all enjoyed this.


	19. Chapter 19 - Bonding

A/N: Based on the "Vreedle, Vreedle" episode.

* * *

"Wow. That's actually really easy," Gwen said as she was flying in the air.

"I told you," Ben said, who was lazily floating in the air. Almost as if he were lying in a bed.

"You know Anodites learn how to fly when we're only a few months old?" Sunny said.

"We know. But we were raised human, so we subconsciously thought that walking was the best form of travel. Not flying," Ben told her. "At least, that's what Verdona told me."

"She knows a lot about being an Anodite. She's really good at it," Sunny said, and no one missed the adoration in her voice when she talked about her.

"Yeah, she's good. I've learned a lot of stuff from her," Ben said before looking up and seeing his mom holding Ship. "Hey mom."

"Ship's getting restless, so I figured he wanted to come see you," Sandra said, who was trying to keep a hyperactive Ship in her arms.

"Just let him down. He likes to come to me," Ben said as he floated down to the ground.

Sandra quickly relinquished her grip, and Ship quickly made his way over to Ben while looking at him almost imploringly.

"You want to play, boy?" he asked, a wide smile donning his face. Sunny watched the interaction with raised eyebrows while Gwen was grinning like a cat. Ship always did turn Ben into a big softy. But there was no way he'd ever admit it.

"He's got a Galvanic Mechamorph as a pet," Sunny suddenly said, causing Gwen to turn around to face her.

"Is there a problem with that?" she asked with a raised brow.

"Machines and Anodites don't normally mix," Sunny said, deciding to bite back a retort that was on her lips.

"Well, we get along," Ben said before making a ball out of mana. "Now catch!"

Gwen checked her watch right as Ship turned into a basketball net in midair, the ball of mana sailing through him effortlessly. It was almost two.

"I better go," she said, floating down from her spot.

"Tired?" Ben and Sunny asked at the same time. But Ben's tone was far more less patronizing than Sunny's.

"No. I just got somewhere to be," Gwen said, not being specific on purpose.

"Where?" Ben asked.

"On a date," Gwen said casually.

Ben's concentration dropped so suddenly that when Ship threw the ball back at Ben, it bounced off his head. He didn't seem to notice as he was giving her a look of disbelief.

"A date?" he asked with a raised eyebrow.

"What, I can't date?" Gwen asked, raising an eyebrow as well.

"More like I was under the assumption you wouldn't," Ben said before picking up the ball and tossing it back to Ship. "Who with?"

"You should know. He asked you about it," Gwen said before waving goodbye. But she rolled her eyes at Sunny's raised eyebrow before heading out through the backdoor.

"She actually got someone to ask her out?" Sunny asked.

"Seems that way," Ben said, picking up the ball and morphing it to a frisbee instead. "And don't act so surprised. Gwen's a good person."

"Yeah. Too good. You're at least fun sometimes," Sunny said, floating down and landing on her feet. "And what was all that 'he asked you about it' junk? You know who asked her?"

"Kevin, yeah. He asked me about it, and I told him he at least had a chance of her saying yes. Looks like I was right," Ben said, catching the frisbee with one hand.

"Well, there's..." Sunny was quickly cut off by a large laser blast being fired near Ship. With no hesitation, Ben suddenly wheeled around and fired a beam of energy towards the source. Sunny turned at the same time, and saw one of the two culprits fall on his stomach in order to avoid the blast.

"What do I keep telling you, Boyd?" the skinnier one said as the big one was trying to get back to his feet. "If we destroy it, we won't get paid. And that would be..."

It took some hesitation, but the bigger(_"And dumber..."_ Ben added mentally) one finally came up with the answer. "Bad."

"That is correct," the skinnier one said with a smirk.

"Your state of health will be bad if you don't get out of my backyard," Ben said, his voice hard while his fists started to glow brightly. Sunny followed his example, her eyes daring the brothers to make a move.

"'Fraid we can't do that, good sir. We gots the law on our side to repossess that there Galvanic Mechamorph," the skinnier one said as Ship hopped near Ben.

"Ship? And what do you mean 'the law?' He's my pet," Ben said, picking the Mechamorph up.

"The two of us here are repo men: Octagon and Rhomboyd Vreedle. We're the Vreedle Brothers sir. Providing quality service for all repossession needs across the galaxy. No questions asked," Octagon said.

"'Repo men?' Seems more like you're thieves," Ben said, narrowing his eyes.

"Oh, no sir. This here is certified proof that we can legally repossess that there Galvanic Mechamorph," Octagon said, walking forward with a piece of paper in his hand. Unfortunately, it was in a language that Ben couldn't understand one letter of.

"Can you read that?" Ben asked, grabbing the paper with a tendril and handing it to Sunny.

"Nope. I only know English. I never really had a reason to learn another," she told him.

"Regardless..." Ben trailed as he stuffed the paper in his pocket.

With a silent transformation, Ben turned into XLR8 and disarmed the Vreedle Brothers of their weapons before they could so much as blink more than once. Then Sunny smashed them to pieces with a wave of mana that made them explode.

"You're not taking Ship," XLR8's said in an angry tone.

"This here is not a very good sit-ye-ation," Octagon said, raising his hands in surrender as Sunny held up a glowing hand.

"Who hired you?" XLR8 asked, his tone dropping by a few degrees.

"Some other Mechamorph, but bigger than that one in yer possession," Octagon said. "He filed a court order, and legally, it's within our right to possess him." The small mechanical alien was now growling in his direction.

"Well, I'm challenging that court order. So go on and git before I send you to the great pasture beyond," XLR8 said, jerking his head to the side.

"This ain't over boy," Octagon said, narrowing his eyes before he and his brother ran around the house and left the area in their ship.

Ben transformed back to his regular Anodite form before examining the paper he took from the Vreedle Brothers.

"It doesn't make sense. There aren't many people that know about Ship. At least that I know of. So who's trying to repossess him?" Ben asked.

"How would I know? Did you steal him from somebody?" Sunny asked.

"No! I was given to him by..." Ben trailed before it clicked. "I know who called the court order."

"You know where he is?" Sunny asked as Ben picked Ship up.

"No. But that doesn't matter. I just need a way to stop the court order. And I don't know where to start, but there's a good chance Kevin will," Ben said before taking to the skies. Come on."

* * *

"You have the worst timing possible, you know that?" Kevin asked, opening his door wider when he saw it was Ben.

"Yeah. I know you got a date with Gwen. I just need to ask you something real quick, and then I'll be on my way," he told him.

"Fine. What is it?" Kevin asked before he had a paper stuffed in his hands. "This is a court order for the repossession..."

"'...of this here Galvanic Mechamorph,'" Ben finished with a groan. "So it's legit?"

"Yup. Did some repo work back in the Null Void. Your best chance is to head straight to the planet Coda Coda and take care of it right at the source. It's where the high court is. It's kinda far," Kevin said before looking at Sunny.

"Don't look at me, muscles. I can only teleport planet to planet. Not across the galaxy," Sunny said, crossing her arms.

"Then just take Ship," Kevin suggested.

"And lead him straight to the people who want him in case this thing goes south? No chance," Ben said as the Mechamorph nodded furiously in agreement. Kevin sighed.

"Guess I got no choice. I got a way to get us there, but I'll have to call it off with Gwen," he said while shaking his head. "The things I do for you..."

"Gwen will understand. Since she'll have to look after Ship while we're gone," Ben said.

"Why can't you just leave him with your parents?" Kevin asked.

"Because of the gun toting repo men that were hired by the guy who gave me Ship in the first place," Ben said sourly.

"Got it. So... the guy who gave you Ship wants him back?" Kevin asked, wanting to make sure he understood the situation.

"Basically. What a mess," Ben grumbled before pulling out his phone. "Sunny, you'll have to help Gwen while we're gone."

"You're leaving me alone with her? You might be minus one cousin," Sunny said, making Ben fix her with a scowl.

"You two can bicker when Ship's not at risk of getting kidnapped by two idiots looking for a paycheck. Right now, I really need your help. And family has each others' back. Do you have mine?" he asked, the phone against his ear as he fixed Sunny with a serious stare.

"Yeah, I guess," his cousin mumbled, crossing her arms.

"Thank you," Ben said sincerely as the line clicked. "Gwen, I need you to get over to Kevin's house. Yes, I know it's too early for that. It's something else, and it's important."

Ben quickly explained the situation to Gwen, and then it took only a few moments before she teleported directly to their location. Her hair was wet, and hanging down in strands.

"What's the emergency then?" she asked, tying her hair back.

"Ran into a problem with the guy who gave me Ship. He sent a bunch of gun toting repo men to repossess him, and I need you and Sunny to watch him while we head to the court planet or whatever it is to make him call them off," Ben explained.

"I'm guessing you can't take her with you?" Gwen asked, jerking her head towards Sunny. That only got her a deep scowl from the girl in question.

"Oh, trust me. I don't like the idea any more than you do," she said, her arms crossed defiantly.

"You can both establish your mutual dislike for each other when I don't need your help," Ben said before handing off Ship to Gwen. "Stay focused. And watch out for any two idiots that call themselves the Vreedle Brothers."

"The Vreedle Brothers? _Those_ are the repo men this guy hired?" Kevin asked, sounding flabbergasted.

"You know them?" Gwen questioned.

"Through reputation only. Even together, they don't have enough smarts to fill a tin can. They're the guys you call to blow stuff up, _not_ to repossess something," Kevin said.

"I'll make note of that," Gwen said before Ship settled comfortably in her arms. "You two should get going."

"I'll try and make this quick," Kevin assured her.

"It's alright. We can reschedule if needed," Gwen told him. Kevin nodded before gesturing for Ben to follow him.

* * *

"So it was that easy?" Sunny asked, floating above Ben. The person in question was lying down with his hands behind his head.

"My name carries a lot of weight. Whether it makes people want to bend over backwards to please me or go to great lengths to kill me depends on the day I'm having," Ben said with a shrug.

When he kept getting so many awards and very little peace, his fame for saving a bunch of planets from the Highbreed was more annoying than useful. But when he could just show up in a court and completely rescind court charges against his pet using his name alone? Well, it made it more than worth it.

"Lot of weight, huh? You think we can get into some of the more selective clubs with that?" Sunny asked with a smirk.

"If we could, it'd be out in space. And I am not flying across the galaxy so you can party," Ben said with a roll of the eyes.

"I'm sure Verdona would take us if you ask her," Sunny suggested.

"Nice try. Answer's still no Sunny," Ben said with a teasing smile.

"Oh, come on. Even your annoying cousin's getting herself some loving. I want to be able to go out and mingle," Sunny said before a bottle appeared in her hand. "At least I got this."

"Is that..."

"Conductoid Wine? Yes. Yes it is. It's the good stuff, too. Got it from a bar somewhere out in the Milky Way. I stashed it for a boring day," Sunny said with a smile.

"You can drink?" Ben said before shaking his head. "What am I saying? I know what planet you're from."

"Glad to see you're not completely slow," Sunny said with a smirk.

"Whatever. I thought you couldn't teleport from across the galaxy?" Ben asked.

"I can't teleport _myself_ from across the galaxy. But regular objects are way easier. So no matter where I am, I always have a drink ready to go," Sunny said before offering the bottle to Ben. "Wanna try?"

"How does it taste?" Ben asked, eyeing the bottle hesitantly.

"Try it and find out," Sunny said, rotating the bottle back and forth almost teasingly.

Hesitantly, Ben grabbed the bottle from Sunny and took a sip out of it. He coughed when the drink resonated with his body, the mana in his body now giving off a tingling sensation.

"Wow, that's got a sting to it," Ben said before a burp came out.

"Don't know what's in it, but whatever it is, it's good. Conductoids might be really solitary, but man do they make good alcohol for energy beings," Sunny said with a smile before taking a drink of her own.

"Guess that's why this exists, since they're so solitary," Ben said, tilting his head at the bottle.

"This one's strawberry," Sunny said brightly, feeling energized.

"Like mana," Ben said distractedly before putting a hand over his mouth. His cheeks tinted slightly in embarrassment while Sunny snickered. "Oh, God. Did I just say that?"

"You're not wrong," Sunny said before smirking. "Well, looks like you're the guy who blurts whatever comes to mind when he drinks."

"Ugh. I probably shouldn't have even agreed to try that in the first place," Ben said distastefully.

"But you did. And it was good, right? This stuff leaves Anodites energized and feeling on top of the world at the same time. Too bad this it's ridiculously expensive," Sunny said as she passed the bottle to Ben.

"How'd you get it then?" he asked, taking another drink.

"Easy. Whatever I don't get from my parents, I... 'came into possession of,'" Sunny admitted, making Ben snort out a laugh. "It's pretty easy for an Anodite with good enough mana skills."

"Yeah, that sounds about right," he said, hiccuping after he took a third sip. "Ok, that's enough. I'm going to have a lot of explaining to do if I go home drunk. I don't need to try and give my mom gray hairs."

"Lame. But I guess I should probably and save some. I've only got, what, three more than I can port here?" Sunny asked, trying to get her thoughts together to think straight. "After that, I'm all out since you're trying to get me on the 'straight and narrow.'"

"I wouldn't call this straight and narrow," Ben said with a laugh as Sunny closed the bottle and made it disappear.

"Still, it was awesome, wasn't it? Doing something illicit," she said with a smirk.

"I was just curious. It wasn't about doing something irresponsible for once," Ben said, his eyes closed lazily in relaxation.

"Sure it wasn't..." Sunny said, who looked relaxed as she floated down next to him. "I was wrong."

"That's a shocker. You admitting that," Ben said, chuckling when Sunny elbowed him. "About what?"

"You're not a shooting star. You're a pretty good Anodite. Then again, you've got grandma's genes. It shouldn't be much of a surprise," Sunny said.

"And you're not as much of a spoiled brat," Ben said with a grin.

"I'm trying to be nice. That's rare. Keep it up, and I _will_ hurt you," Sunny said with a scowl.

"Ok, ok. Sorry. I'm just saying that you're getting better. Believe me. A little responsibility goes a long way," Ben told her.

"Yeah. But I'm still going to do stuff like this. Cause too much of it makes you crazy," Sunny said, holding onto his arm.

"You might have a point there. I was actually a lot more like you when I was ten, believe it or not," Ben said.

"What changed?" Sunny asked.

"Plenty. Gwen nearly died because I screwed up. And the universe nearly exploded when I accidentally activated the Omnitrix's self destruct. I... didn't come out the same after that," Ben admitted hesitantly.

"Ah. Now it makes more sense. You lost a little of your spark. It usually doesn't happen to Anodites, but it can. What happens after range from bad to life ending," Sunny said, sounding surprisingly solemn. "But hey. That's what I'm for."

"What? Trying to get me to drink?" Ben asked with a small grin.

"Loosen up, dumbass. And if I get you to do this every once in a while instead of being serious all the time, I should be able to do it," Sunny said with her eyes closed. "Ugh, I want to go do something."

"Then go. I'm not holding you hostage," Ben said, waving a dismissive hand.

"I know that. And I'd like to see you try that by the way," Sunny said with a smirk. "I'm talking about the fact that every time I go out with a bunch of energy influx, something happens. Once I accidentally brought a building down from having too much fun."

"Nothing but trouble. That's what you are," Ben said with a roll of the eyes.

"I know. But it's so much fun," Sunny said with a grin before looking up to him. "A bunch of people called me 'Trouble Star' when stuff like that happened."

"I can't imagine why," Ben said sarcastically.

"Be nice. Or you get no more wine from me ever again," Sunny said while smirking.

"If I don't, you don't either," Ben said, returning the smirk.

"Ugh. And just when I think you're making progress, you say stuff like that," Sunny said with a groan.

"Fair's fair. To be honest, I'm not even sure I should drink it again," Ben said.

"Are you really not going to drink something that good?" Sunny asked with a raised brow.

"Haven't decided," Ben said noncommittally. Alcohol or not, it _was_ good. Plus there wasn't a single drink on Earth that made his mana feel all tingly like that.

"Well, choose right. I like you better when you aren't trying to shoot down every fun idea I have," Sunny said, rolling her eyes as she closed her eyes in relaxation.

"All I heard was, 'You're the coolest cousin ever,'" Ben said with a smile.

"Don't flatter yourself. I've seen Anodites that are way cooler than you," Sunny said dismissively.

"Could they beat me in a fight?" Ben asked, opening one eye.

"Besides grandma... no. Not a chance," Sunny said with a shrug.

"Ha. I can fight better. Therefore I'm cooler," Ben said, making Sunny roll her eyes.

"Ugh. You are such a guy," she said.

"That's such a Gwen statement," Ben told her with a grin.

"Probably the only thing she might be right about," Sunny said, making Ben laugh. And Sunny couldn't help but follow suit. She didn't want to be here at first, but if things kept up like this, maybe this whole trip wouldn't be so bad.

* * *

A/N: Conductoid Wine was something I made up. I don't know if it's a thing, but I like the idea. I figure freedom loving energy aliens would have a way to turn up when they feel like. Plus it was an excuse for Ben and Sunny to bond, so that's nice. It's what some people call "a plot bottle." Hope you enjoyed!


	20. Chapter 20 - Family Outing

A/N: Based on the "If All Else Fails" episode. But with more family.

* * *

Ben eyed the squid that Grandpa Max was setting on the grill warily. He was kinda hoping that since Kevin and Sunny were here, he'd make something normal. He of all people really should've known better.

"Waiting for grandpa's food sure feels like our old summer trip, doesn't it?" Gwen asked, which snapped Ben out of his thoughts. She was grinning at him, and he couldn't help but grin back.

"Yeah, but this time we actually have money to buy real food if it gets too gross," Ben said as he filled the cups with punch. "All I have to do is XLR8 at the first opportunity."

"Oh, come on. You're telling me you wouldn't want to eat that delectable squid?" Gwen said, jerking a thumb towards the grill.

"Like you ate the seaweed soup with cricket croutons?" Ben asked, making his cousin shudder.

"Point taken," Gwen said while setting a plate for everyone.

"Do you really expect me to eat that?" Sunny asked, looking at the grill with a disgusted look on her face.

"Max has always had an... interesting palate," Verdona said with a fond look in her eyes.

"It makes me wonder if you married some kind of alien and you're not telling us," Sunny said, watching as Max smacked Kevin's hand when he reached for the food.

"He's fully human. Believe me, I checked every avenue. But that's alright. I love him anyway," Verdona said with a smile on her face.

Sunny couldn't remember a time where her grandmother looked as smitten she did now. She was certainly sought after enough by other Anodites. But they all lost to someone who was human.

"How have you been getting along with your cousins?" Verdona asked, making Sunny let out a groan that was a bit overdramatic to Verdona's ears.

"Gwen is such a bore. I don't know how Muscles over there likes a girl who has such a small policy on fun, but I guess it's an opposites attract thing or some junk," Sunny said with an eye roll.

"That one is dating Gwen?" Verdona questioned, jerking her head towards Kevin.

"He asked her out, and she said yes. So I guess so," Sunny said with a shrug.

"Hmm. And Benjamin?" Verdona asked, causing Sunny to frown thoughtfully.

"He's a bit complicated. I've seen the spark in him clear as day. He's got a fun side to him that shows he's an Anodite by nature. But sometimes, he's got this annoying serious attitude going on," Sunny said as she watched Ben perform a front flip without the use of his flight.

Gwen nodded before performing a flip of her own. Then both cousins grinned at each other challengingly before starting a flipping contest.

"Ironically, you summed up Max quite well. And it's no surprise. He told me that when you fight for not just your life, but for the lives of other people, it changes you. Especially when you fail. Unfortunately, I think Ben's attitude stems from that," Verdona said. The normally cheerful woman's lips were thinned into a rather grim line. "Max told me about Ben when he was younger, and he was a lot like you believe it or not. Young, reckless, full of power."

"A typical Anodite attitude. Yeah, he mentioned that. So is that why you brought me here? To be more like that?" Sunny asked, looking appalled at the idea.

"It took a tragedy to make Ben the way he is now. I would never wish that kind of demeanor upon you. But if there's one thing he taught me from the time I've spent with him, it's that it is a good idea to think about your actions and what kind of consequences they'll bring," Verdona explained.

"But I've always been able to handle the consequences," Sunny reminded her.

"Believe me Sunshine. I spent the most of my life thinking that too. But one day, I made a major mistake. And it could've very well cost me any hope of having a good relationship with my kids, grandkids, or Max. Even with me taking responsibility and trying to fix it. I have to tell you now because it's something I know your parents won't tell you, or even agree with. So long, we Anodites have thought we were above serious consequences. Well, I'm telling you that if you continue thinking like that, one day, you may make a mistake that you'll regret for the rest of your existence."

Sunny wouldn't deny that she was a bit intimidated with the way her grandmother was speaking. Verdona was normally very similar to her parents in terms of attitude, but this was a serious side that she had never seen before. She been angry, ecstatic, playful, and sad on rare occasions. But this seriousness was new.

"So... you want me to think about what I do?" Sunny asked.

"All I ask. Sometimes we have a habit of doing what we want without thinking about the consequences. Or because we feel it's the best thing. Benjamin's response to those kind of decisions humbled me, and I think I'm all the better for it," Verdona said with a soft smile. "Do you understand Sunny?"

"I... think so," Sunny said slowly.

"Good. Besides, if Ben's ever a little too serious, I think more Conductoid Wine would cheer him up," Verdona said with a smirk, causing Sunny to look at her grandmother with wide eyes.

"You know about..."

"Oh, yes. Like I said. I do like to keep an on eye on Earth occasionally. And no Anodite should ever miss out on the joys of Conductoid Wine," Verdona said with a fond smile. "My first glass was like a bit of charged heaven. I certainly have some stories that involved a glass or two... Would you like to hear them?"

"I think I'm good," Sunny said, waving her hand with an uncomfortable look on her face.

"You sure? The story as to how my boys were conceived is a rather interesting story..."

"Say Grandpa Max! How is that squid coming along?" Sunny said abruptly, standing to her feet and walking over to the man.

Ben, Gwen, and Kevin both looked at her sudden reaction with a bewildered look on their faces while Verdona was laughing outright. Sometimes, young people just made it too easy.

Max on the other hand, seemed delighted about Sunny's sudden interest in the food.

"Glad you asked. It's about ready," he said, flipping a burger.

"Wait, squid? I thought these were hamburgers," Kevin said, giving the squid a second glance.

"Come on Kevin! I'm way over here, and I can see that!" Ben exclaimed with a grin.

"That's probably cause you're used to stuff like this kiddo," Verdona said with a smile as she walked over to Max.

"Good point," Ben said with a shrug.

"I think Ben's especially wary of anything Grandpa Max makes after the cockroach truffles," Gwen said, putting a hand on her mouth to hold back her giggles.

"Cockroach _what?"_ Kevin and Sunny asked at the same time before looking to Ben, who had a look of disgust on his face.

"The chocolate was great, but the inside was like swallowing Stinkfly goop with legs attached," he said distastefully.

"It's a great snack to eat," Max said with a smile.

"For Incurseans, maybe," Sunny said, who looked as disgusted as Ben. Then she turned to her grandfather. "You sure you're not an alien?"

"I was once before, but that was more of taking a hit from a bad science project. And well after my years of cooking," Max said with a smile before the ground started to shake.

Gwen held the cups that were on the table, and Ben's body suddenly stiffened before scanning the area around him for anything that may have been the cause.

"Alien?" Kevin questioned, his body on alert as he put a hand on Max's RV.

"No. Doesn't think so. Just an earthquake," Gwen said, noticing there didn't seem to be anything stomping around.

"A minor one, thankfully," Ben said, able to keep a firm stance on the ground. It only lasted a few moments longer before ending. "Whew. That wasn't so bad."

"Do you always expect something worse?" Sunny asked.

"It usually is," Ben said before lowering his voice conspiritally. "If you don't want squid, I can slip into town and get something normal."

"You think he'd go for it?" Sunny asked, jerking her hand towards Max.

"Me and Gwen used to do it all summer. It was necessary for the survival of our taste buds. And we got good and making it last too. Trust me. Getting wedding cake to stretch for three days takes skill," Ben said with a grin, making Sunny laugh.

"I can't tell whether you're crazy or... yeah, I got nothing. I just think you're crazy," she said with a shake of the head.

"You and nearly everyone I've ever met," Ben said with a smile before taking a seat at the picnic table.

"Oh, by the way! I've been meaning to show off these pictures Verdona gave me!" Max suddenly said, snapping his fingers as he walked into the RV.

"Pictures? What pictures?" Ben asked, looking to Verdona. He raised an eyebrow when his grandmother suddenly gave him the Anodite Grin.

"Did I mention that I took more pictures at your dance?" Verdona asked.

"More than you gave me and Gwen?" Ben asked with a raised eyebrow.

"Just a few. I figured your grandfather would appreciate them more," Verdona said.

"You're not wrong about that. He still brings up the time I tried to teach Ben dancing," Gwen said with a roll of her eyes. "Seriously, it stopped getting embarrassing around the twentieth time he showed it off."

"Got them!" Max said, coming out of the Rust Bucket with the pictures in hand.

"You took pictures at their dance?" Sunny asked, looking to her grandmother.

"I figured someone should capture the occasion since they weren't going to. I'll make sure to do the exact same thing for you," Verdona said with a smile.

"No thanks. I'd rather not have that over my head," Sunny said, shaking her head.

Besides Max, Kevin and Verdona were the only ones interested in the pictures. Ben and Gwen pointedly ejected themselves out of the interaction by speaking to each other. Sunny completely ejected herself from the situation by pulling a Ben and going for a flight in the woods. Well, Ben when he was ten, to be more precise.

"He always does this," Gwen said, rolling her eyes fondly.

"He loves embarrassing us. I think it's just a thing parents and grandparents just love to do," Ben said with a shrug. "Besides, it's not something to be embarrassed about."

"Right. Just one cousin doing a favor for the other, right?" Gwen asked, reaching for a drink.

"Right," Ben said, mimicking her action.

And then suddenly the conversation turned into a very awkward silence. Both of them took a drink at the same time while looking away.

"Alright, I'm putting the pictures away you two!" Max exclaimed with a smile, coming out of the RV with his hands empty. "Now, who wants squid burgers?"

Whatever awkwardness was there immediately disappeared as they looked each other, wondering which of them was going to bite the bullet while the other got some real food. A wordless of agreement of rock, paper, scissors was decided and their hands shook twice before Kevin spoke.

"I'll try one," the Osmosian said.

"Really?" Ben asked with a bewildered look.

"Never had it before. How do you know if you like something if you've never had it?" Kevin said with a shrug.

"That's the spirit," Max said with a smile as he put a burger onto a bun.

Kevin looked back to Gwen, who sighed in relief and took a sip out of the cup she was holding. He could see that Ben had whispered something to her, and Gwen nearly spit out her drink before shoving Ben's arm playfully.

Kevin admired Gwen in more ways than just the fact that she was hot. She was many things that he wasn't. She always did the right thing. She had a way with words. And she never expected anything in return for it. So when she agreed to go out with him, he thought he had a chance.

Only afterwards, she hadn't mentioned the date again. She hadn't told him she enjoyed herself. Or that she hated it and never wanted to do it again. Just... no response. And Kevin didn't want to bring it up. But he was starting to have his doubts.

"You're staring," Ben said, snapping Kevin out of his thoughts. The Anodite was smiling while swirling his glass of punch. "You ok?"

"Yeah. Just some stuff to think about," Kevin said before turning around and walking towards Max.

_"Is this about the date? Did it go well?"_ Ben thought before shaking his head. _"Isn't any of my business."_

"This squid isn't going to come to life and plant anything in my stomach, is it?" Kevin asked, looking at the squid burger hesitantly.

"Maybe," Ben said, smiling as he lifted the top bun. "I think I see two eyes and a tentacle."

"Thanks. I feel so much better," Kevin said sarcastically as a blank look crossed Max's face. He noticed, and turned around when when the older man leaned forward as if the smell of the squid burger nearly knocked him out. "You ok?"

"Grandpa?" Ben asked, putting a hand on his grandfather's shoulder.

With a scream that scared the living daylights out of everyone, Max suddenly fell back on the grill and fell into unconsciousness.

"Grandpa Max!" Ben exclaimed, kneeling next to him and putting two fingers on his neck. "He's still breathing."

"Move." Verdona said the word with all the authority of the energy being she was, and Ben complied.

Putting a hand on Max's heart, the underside of her hand faintly glowed pink. Verdona's eyes glowed brighter as her hand roamed over each area of his body, as if she was scanning his vitals.

"Nothing internal. As far as I'm concerned, he's in perfectly good health," Verdona said, speaking in a clipped tone.

"Healthy people don't just fall unconscious randomly," Gwen said, helping Ben get their grandpa up when he started to stir from unconsciousness. "Are you alright, grandpa?"

"I'm fine, thanks. Just got a little dizzy for a second there," Max said in a dazed tone.

"You haven't been overworking yourself, have you?" Verdona asked, holding onto his arm to keep him steady.

"No more than usual," Max said with a small smile. It was then Sunny picked this moment to return.

"What happened?" she asked.

"Grandpa passed out for a moment. Verdona says he's fine, and I hope she's right," Ben said, giving his grandpa a look of concern.

"You have a habit of worrying too much. He's probably just tired or something," Sunny said.

"Maybe," Ben admitted hesitantly.

"Kids, I'm fine," Max insisted before looking down at the fallen grill. "Shoot. That was the last of my squid."

Everyone who wasn't Max and Verdona shared a look. That look that showed they were glad of about that particular outcome, but unsure whether to be happy because of the circumstances.

"Well, I've got some hamburger meat in the freezer. We can eat that," Max said, causing Sunny look at the man in disbelief.

"You mean you had..."

"Sounds great Grandpa. I'll go get it," Ben interrupted with a cheery smile before walking towards the RV.

"Tell me again how he can eat this stuff?" Sunny questioned, turning to her cousin. Gwen seemed surprised that she was addressing her in the first place.

"I honestly don't have an answer for you. And I'm not sure if I want to know," she said, making Sunny nod.

"Got them," Ben said before looking at his grandpa, who was staring off into space. "Grandpa?"

"Max," Verdona said, shaking him when he knocked over the grill again.

"Huh, what?" Max questioned, rubbing his eyes.

"You did it again," Ben said. He tossed the hamburgers in the air and placed them on a mana disc in favor of putting a hand on his grandfather's head. "Are you sure you aren't tired?"

"Probably. It... has been a long day," Max admitted, rubbing the back of his neck.

"You sure we shouldn't get you to a doctor?" Gwen asked.

"I didn't find anything wrong with him. So a doctor certainly won't. If anything is the problem, it's likely a lack of rest," Verdona concluded. "I think it might be best for you to take the night off."

"That sounds like a good idea. I'll see you kids in the morning," Max said with a smile as he walked into his RV. Unbeknownst to them, a strange plant like root grew on the back of his head.

* * *

"What do you mean he's missing?!" Ben exclaimed.

"I mean just that. He's gone. And he took the RV with him," Kevin said as Gwen rubbed her eyes.

"Without us?" Sunny asked, a minor look of annoyance on her face at being woken up.

"He's going west," Verdona said, looking to the sky. "And something doesn't feel right. Get up and follow me."

"Right," Ben said, immediately getting to his feet and taking to the skies. Sunny and Gwen did the same with Verdona floating the highest above everyone.

"No dinner last night... no breakfast this morning... what, are we on a diet?" Kevin said under his breath as he got in his car.

Verdona led the group, and wherever Max had gone off to, it was very far out of the way.

The trail eventually ended up leading them to a pod lying in the middle of a clearing. And upon further inspection, Max wasn't the only one inside of it. There were five other people stuck inside, seemingly under the same influence as he was.

"He's in whatever this is," Verdona said, putting a hand on the strange orb.

"Then let's get him out," Ben said before dialing the Omnitrix and slamming the dial. "Big Chill!"

"I should be able to help teleport people out," Gwen said, her eyes glowing as she looked to the pod.

"Come no closer to the seed pod, inferior filth!" a voice exclaimed, causing everyone to look in that direction. It was the last alien Ben, Gwen, or Kevin were expecting.

"A Highbreed? What's it doing here?" Gwen asked.

"It's got our grandpa. Do you really want to waste time asking questions about what it's doing here right now?" Sunny asked rhetorically.

"I agree," Verdona said before her tendrils sped towards the Highbreed officer. He got off a few shots off, but the Anodite easily blocked them with a shield before her tendrils completely surrounded and subdued the Highbreed. "Go."

"Don't have to tell me twice," Big Chill said before phasing through the pod and carrying Max out. He had to detach him from some weird plant attached to the back of his neck, but it didn't leave any last damage that he could see.

Gwen and Sunny were able to easily teleport people out of the orb. Between those two and Ben phasing people out, it wasn't long until every trapped hostage was freed - unconscious but safe. Ben then got rid of the pod by freezing it solid and smashing it to pieces with Humungousaur.

"Unhand me, you pitiful Anodite species!" the Highbreed exclaimed.

"You'll have to ask nicer than that," Verdona said, a bite in her tone as she turned to Ben. "Is he safe?"

"Yeah. Now we can focus on our problem here," he said, transforming back to his Anodite form as he looked to the Highbreed. "What are you even doing here? Don't you know that the war is over?"

"I am well aware of that. But while as long as I live, our defeat will bring you nothing but ruin, Anodite scum," the Highbreed snarled.

"Screw this guy. I say we..." Ben held up a hand to cut Sunny off, and she fixed him with an irritated look. "You gonna sit here and let him talk to you like that?"

"I learned to tune it out when the war was going on," Ben said before looking to Verdona. "Can you teleport me directly to Augstaka's throne room?"

"Yes. But why?" Verdona asked as Kevin's car finally managed to catch up.

"I need to call an old friend. He'll help us get this sorted out," Ben said.

Verdona nodded before Ben transformed into Swampfire and wrapped several vines around the Highbreed to hold him in place. Then Verdona teleported the two of them away, Gwen being only one who had an idea as to what Ben was doing.

"Ok, I just got here and they're already gone. Where'd they go?" Kevin asked as he stepped out of his car.

"Getting some help," Gwen said simply.

After a minute or so, Verdona and Ben returned. Only it wasn't alone.

"Who are you?" the restrained Highbreed asked, looking to the Highbreed Ben brought with him.

"He's Reinrassig The Third - seventh son of the Noble Highbreed House of Deralla, and direct descendant of the Pure Blooded High Order of Rarsect," Ben said with a grin before adding in an offhand tone of voice, "Oh. And a close friend of mine."

Yes, he memorized all that because he respected Reiny. That was one thing all Highbreeds actually did care about. Formality. One of the things Ben _wasn't_ a fan of.

"I am the Highbreed Supreme," Reiny said, who was standing tall and proud.

"Impossible. You are impure. Look at your hand," the restrained Highbreed said, nodding towards his green hand.

"Yes... look at it..." Reiny trailed before showing him a badge that looked exactly like the four eyes on a Highbreed.

"You wear the Imperial Seal!" the Highbreed exclaimed before struggling against his restraints. "Unhand me humans, so that I may..."

"Sure," Ben interrupted before cutting the vines with a very precise mana wave underneath the Highbreed's feet.

"Forgive me, Highbreed Supreme," the Highbreed said, kneeling at Reiny's feet. "Then our people have not been exterminated?"

"Clearly," Reiny said wryly.

"But... But I was only to be awakened if we lost the war," the Highbreed explained.

"The war _has_ ended, but was not lost. It was resolved peacefully. Thanks to Ben-Ben Tennyson," Reiny said, gesturing to Ben. He couldn't help but let a small bit of pride shine through at the statement.

_"Peace?_ With the _humans?"_ the Highbreed questioned as if learning the sky was only blue because of celestial food coloring. "Then... what awakened me from hibernation?"

"It must've been some kind of accident," Reiny said.

"The earthquake," Gwen said immediately. "Grandpa Max immediately started showing signs of... whatever this was just moments after it."

"Whatever the cause is, your original purpose here is no longer required. Now you may return home with the rest of our people," Reiny said.

"Home..." the Highbreed trailed wistfully. As if the word itself filled him bliss.

"I don't suppose you could teleport us back, Ben-Ben Tennyson," Reiny said, looking to his friend.

"That would be my job. But yes. I am capable," Verdona said with a nod. "Just make sure there aren't any more fail safe devices implanted in my husband. Or anyone, for that matter."

"Do not worry. There is but the one. I have no desire for something as inconvenient as this happening during another Highbreed congregation," Reiny said in an as-a-matter-of-fact tone.

"Your priorities truly warm my heart, Reiny," Ben said sarcastically.

"Excellent. Perhaps you could find a companion to warm something else," Reiny said innocuously.

Ben's eyes widened before letting out a strangled choking noise after trying to speak. Silence reigned until both Sunny and Kevin burst out laughing. Gwen and Verdona were doing very poor jobs of hiding their amusement at Ben's embarrassment. The Highbreed next to Reiny seemed confused by the statement.

"I... grandma, get him out of here," Ben said, refusing to make eye contact with anyone.

"Doesn't change the fact that you just got served by a Highbreed," Kevin said with a laugh before looking at Reiny with a grin. "Nice one. Didn't think you had something like that in you."

"I believe Ben-Ben Tennyson referred to it as 'banter,'" Reiny said with a hint of amusement.

"I didn't think you were actually listening," Ben said, the upper half of his body tinted green in embarrassment.

"I _always_ listen. Now shall we?" Reiny asked, turning to Verdona.

"Yes," Verdona said before teleporting away with the two Highbreed.

"Ok, that definitely has your influence written all over it. What on Earth did you tell him?" Gwen asked in an incredulous tone.

"Me and Reiny talk every once in a while. One day, the conversation shifted to battle tactics, and he asked me about the insults I usually spew at an enemy. I told him it was the purpose for mind games and fun. I didn't think he listened to me when I said the second part," Ben said, chuckling before rubbing the back of his head. "Guess that's kind of my fault."

"Last thing I expected a Highbreed to say. But I can't say I'm not glad for it," Sunny said with a laugh as Grandpa Max started to stir from unconsciousness. Not long after, Verdona returned as well.

"Ugh... what... what happened?" he asked, rubbing the top of his head.

"You got pulled into some kind of old Highbreed failsafe plot. It's over now," Gwen assured him.

"And you completely missed Ben getting served by his Highbreed friend. Ow!" Kevin exclaimed, his grin shifting into a grimace when Ben stomped on his foot. "What? You did."

"Ok, I'm still getting the stars out of my eyes. Do you mind if we go a little slow?" Max asked.

"We can discuss it at the camp. Let's get out of here," Ben said, jerking his head towards the Rust Bucket.

* * *

A/N: That idea of Reiny serving Ben with a quip like that? Yeah. Popped in my head while I was writing. And I had to do it once it did. The idea that Reiny deviates from being a proud Highbreed and starts showing some human tendencies was way too fun to not do. Could you imagine a Highbreed saying a statement like that to you? No comeback is possible.


	21. Chapter 21 - Charming Encounters

A/N: Based on the "In Charm's Way" episode.

* * *

"Are you trying to tan?" Kevin asked, making Ben open his eyes from his relaxed position.

"You do know I still wear an ID Mask, right?" he asked, tapping his cheek.

"Right. For some reason, I forgot," Kevin said, rubbing the back of his head awkwardly.

"You _did_ have the pose for it," Gwen remarked with some amusement.

"I couldn't imagine ever being tanned," Ben said.

_"Come join me in the water,"_ Sunny said through the mana field.

_"ID Mask, remember? I'm not sure if it works underwater,"_ Ben reminded her.

_"Then ask Muscles. Just get out here,"_ Sunny said, making him blow out a puff of breath.

"Sunny?" Gwen asked, glancing away from her book.

"Yup. She wants me to join her," Ben said before looking to Kevin. "Does the mask work while underwater?"

"Yeah. It can survive in all kinds of conditions. Just don't get hit by a big rock or something," Kevin told him offhandedly.

"Sure. Be back," Ben said, standing to his feet and heading out to sea.

Gwen glanced up from her book, and it was still bizarre to see a near copy of herself standing in the water. The only differences were hair color, eye color, and swimsuit.

"Hey," Kevin suddenly said, making Gwen look up from her book. "I was wondering..."

Whatever he was about to say was cut off by a beach ball bouncing off his head. Gwen held a hand up to her mouth to hide her laugh at his annoyed expression. Two kids, which were presumably the owner of the beach ball, walked up to them.

"Can we have our ball back?" the boy asked.

"Are you going to hit me in the head again?" Kevin asked with an annoyed expression, holding the ball in one hand.

"We'll try not to," the girl said offered kindly. Kevin only rolled his eyes before tossing the ball back to the kid. Both children gave him an apologetic smile before running off.

"Why did Ben even suggest coming out here?" Kevin questioned.

"Probably cause we could actually use a relaxing day," Gwen said with a shrug.

"Or Sunny talked him into it," Kevin asked, noticing both of them were now racing. Ben won, and Sunny dunked his head underwater during his silly looking victory dance. He wasn't sure if he saw the girl look that happy the entire time she's been here.

"Maybe," Gwen said as Ben surfaced and dunked her back in retaliation.

The male Anodite was sporting the same grin that Sunny did, but he didn't keep her submerged for long given that she teleported out of his grasp. Though she at least had the courtesy to do it subtly by simply teleporting to a different spot underwater. The the hunt was on for Ben to find her.

"So... anyway, what'd you think about the date?" Kevin asked slowly. Gwen looked back towards him, and suddenly the situation was a lot more awkward.

"It was..."

"Gwen! Kevin! Company!" Ben exclaimed, catching both of their attentions.

A bunch of the civilians were running away while Ben and Sunny both were standing in front of a rock monster with strange carvings. The monster was oddly familiar to Gwen in a way she couldn't quite place.

"I don't have anything to absorb here," Kevin said. Gwen looked around and noticed that the best thing available were only pebbles. Nowhere near enough material to even cover his arms.

"Damn. You're right," Gwen said before she saw Ben jump at the rock monster and kick it in the face, which caused its head to jerk to the side. But it got him a backhand that sent him flying while breaking his ID Mask in the process.

"Son of a..." Ben growled as he removed his mask. "Kevin literally said don't get hit by a big rock. And what do I do? Get hit by a big rock."

"I don't think he was expecting you to run into a rock that hits back," Sunny said as she the creature with a mana blast. But it had absolutely no effect on it.

"What the hell?" the girl questioned before it clicked. The energy she was feeling wasn't just coming from just Ben like she assumed. Some was coming from the creature itself.

"It's made of mana," Ben concluded as he was dialing the Omnitrix. But Sunny put a hand on his arm while smirking.

"No. I got an even better idea," she said before they both had to dodge a punch that was aimed in their direction. Gwen put a barrier in front of the rock creature, but it walked through it as if it wasn't even there.

"It's made of mana! Mana attacks won't do anything!" Ben yelled at her.

"But this will," Sunny said before raising a hand.

Trails of mana then started flowing from the creature to Sunny's hand. Her smile grew wider when the mana in the rock monster started to disappear - the energy powering her up while her eyes were glowing a bright pink.

"Oh, whoever sent you wasn't prepared for this, were they?" she said, smirking once the monster was completely drained. Gwen and Kevin had finally caught up, but the monster was completely disabled. The mana was its power source, and Sunny had drained all of it.

"Draining it of all of its mana. Smart," Ben said, crossing his arms as he looked to his cousin with a smile.

"Of course it was," Sunny said with a smirk.

"What is it?" Kevin asked before a bunch of wind rushed in their direction. A portal opened up behind the rock monster, and it seemed its intent was to pull the creature out of the area.

"Not a chance," Sunny said before one of her hands glowed pink. With a quick ball of mana, she broke the rock monster to pieces before it could disappear.

"Those things look familiar. I can't put my finger on it though," Ben said, snapping his fingers rapidly.

"It's someone who knows enchantment, for sure," Sunny said.

"Yeah. The question is, who?" Gwen questioned.

"Beats me. I don't know much about magic. I barely know people who even know how to_ do_ magic," Sunny said.

"What about you two?" Kevin asked, looking to Ben and Gwen. "You know anyone that used magic?"

"Just..." Immediately, the identity of who it was clicked for both cousin. And a sour expression immediately crossed their faces.

"Oh, great. It had to be her..." Gwen said, her mouth formed in a thin line.

"Mind not keeping us in suspense?" Kevin asked, raising an eyebrow.

"A while back, we fought this girl who called herself Charmcaster. She always enchanted these kinds of rock creatures to help her when she fought. Which makes me feel even stupider for not putting two and two together sooner," Gwen explained.

"On the plus side, she was the reason Gwen found out about her powers. She stole her spell book," Ben said with a smirk.

"Better I have it than her," Gwen said, mimicking his smirk.

"So you pissed off some wannabe Anodite a while back?" Sunny said, snickering when Gwen nodded. "If those are ideas of minions, then she should definitely try harder."

"Better later than now though. Cause now I've got a broken ID mask to fix," Ben said, holding up his ID Mask.

"I can help you if need it. Those newer models are a lot harder to fix," Kevin offered.

"Nah. I've got an alien with a big brain to do all the thinking for me. I just need the tools," Ben asked.

"I got some in my trunk. Just don't forget to give them back," Kevin said. Ben nodded before following after him.

Gwen and Sunny looked at each other and sighed at the exact same time as if they were thinking the same thing.

"You know why she pulled the stone creature out?" Gwen asked, following Ben and Kevin back to the car.

"Mana like that can be pretty traceable. It wouldn't be that hard to track her down to where she made it if she left the pieces behind," Sunny said as she snapped herself some clothes over the swimsuit she was wearing.

The two girls honestly didn't have much to say to each other beyond that.

* * *

"Done. Quite a simple process for an alien such as I," Brainstorm said before turning back into his Anodite form. Putting the mask back on his face, his appearance turned back into that of human Ben Tennyson. "I'm so sick of this thing."

"You sure you don't want to take a few months to learn how to make a body?" Kevin asked.

"There are still a few fighting moves I'm trying to get down before I do technical stuff. I can deal with this for a little while longer. Even if it's annoying," Ben said.

"You already kick ass with your powers. Spending a few months learning something boring wouldn't kill you," Kevin told.

"You got a point there. And I really do want to be rid of this thing," Ben said, putting a leg over his knee. "I'll think about it."

"Don't make a dumb choice, Tennyson. Anyway, I'm heading out for a burger. You want to come?" Kevin asked, getting to his feet.

"No thanks. I've worn that thing long enough. You mind bringing me something back?" Ben asked as he removed his mask.

"Thought you said you could deal with it," Kevin said with a smirk.

"I _can._ Doesn't mean I want to," Ben told him.

"Come on. It can't be that bad," Kevin said.

"You can say that because you don't have to wear a mask for people to see you as you. Believe me. If you had to deal with it, you'd understand," Ben assured him as he handed him a ten dollar bill. "I want a number 6 meal, by the way."

"If you say so," Kevin said. "I'll be back."

Kevin left, and Ben stretched his limbs from the desk he used to work on the mask. Then as if she could sense he was by himself, Verdona popped in the room.

"Hi grandma," Ben said, waving at his grandmother.

"Hello Ben. Doing well?" Verdona asked cheerfully.

"About as well as I can. You?" Ben asked.

"Simply traveling abroad. I'm actually pleasantly surprised that you're still looking after Sunny. How is she, by the way? Not giving you trouble I hope?" Verdona asked.

"She did at first. But not so much now. I think that's mostly your doing. She really looks up to you," Ben said.

"I don't think I deserve all of the credit. You could get her to behave, sure. But getting along with her is an entirely different story. That's the Tennyson charm," Verdona said with a grin.

"Few people can resist its pull," Ben said with a grin. "I've defintiely made progress with her. But something tells me you're not going to get rid of her tendency to get into trouble completely."

"I didn't intend to. Just for her to be a little smarter when it comes to doing stuff. Because it's more of a problem than I previous thought. I'm glad to see you're being as good of an influence on her as I thought you would be," Verdona said.

"Glad to help," Ben said before frowning thoughtfully. "I wanted to ask you something."

"I'm going to guess it has something to do with learning how to make a human disguise," Verdona said, making Ben raise an eyebrow. "I could hear you and your friend Kenny."

"Kevin," Ben corrected. "But yeah. I'm sick of wearing this thing."

"I'd imagine so. Whenever you wish to take a break from learning more combat oriented things, just tell me. I'd be happy to teach you some more handy techniques. But training is not why I'm here. I think Sunny wouldn't love some time time with her grandmother, don't you think?" Verdona said with a smile.

"She's up in my room," Ben said, pointing at the stairs.

"Then I'll go visit her. And there is one thing she may have been correct about. You could use a little lightening up. Even if you need to drink to do it," Verdona said, making Ben suddenly fall out of his chair in surprise.

"You mean you..."

"I do watch what you're doing some days. That just happened to be one of them. No Anodite can never not enjoy the joys of Conductoid Wine," Verdona said with a smile. "Energizing, isn't it?"

"Very," Ben said in a subdued tone.

"Don't worry Benjamin. It'll be our little secret," Verdona said with a wink before flying up the stairs.

_"If Verdona's this loose, I can only imagine what Sunny's parents are like,"_ Ben thought while shaking his head.

Suddenly a map of Bellwood appeared on his watch, pinging a specific location. It wasn't a Plumber's badge, but it was more like an energy signal. It wasn't that far from him, either. Next to the convenience store that was a few blocks from his house.

"That's odd. Never seen this kind of signal," Ben said before contacting Kevin on the Omnitrix. "Kevin, the watch just picked up on a signal."

_"What kind of signal?"_ Kevin asked.

"Dunno yet. It's a weak one, but there. It's at the convenience store a few blocks from my place. If it's anything serious, I'll make sure you and Gwen know," Ben said.

_"If it turns out to be serious, I've almost got the burgers, so you don't mind if I'm a little late, right?"_ Kevin asked with a smirk in his tone.

"You really got your priorities straight," Ben said with a laugh before disconnecting the call. Then he opened the garage door and took to the skies.

The source of the signal soon became apparent once he neared it. It was another one of Charmcaster's stone creatures stumbling around, causing trouble. It was a little strange that only one creature was emitting this much energy, but it didn't matter in the grand scheme of things.

_"How do more Anodites not get drunk off this kind of power?"_ Ben thought with a smile as he drained the rock monster of all of its mana before it even saw him. _"Though it is a good thing that they haven't."_

"Is it dead?" a voice asked hesitantly, making him freeze. He looked towards the source of the voice, which was a pretty blond holding her left arm. Typically, Ben liked to be in and out before he garnered too much attention. Even then, anyone around the threat usually never asked questions.

"Yeah. It's safe," Ben said before smashing the immobile stone creature with a wave of energy. He could still feel traces of mana that were still lingering in the rubble.

_"Hmm... Maybe I can..."_ Ben had his musings interrupted by a soft hand on his shoulder. "What is it ma'am? Do you need a ride home?"

"No thank you. I'd just like to thank you for saving me," the woman said warmly.

"No problem," Ben said as his watch beeped. "Go ahead."

_"Anything important?"_ Kevin asked.

"No. Just another one of Charmcaster's stone monsters. There's still traces of mana in it. I might be able to use that to track her," Ben told him.

_"I don't trust you're willing to wait until I enjoy my burger if it works, will you?"_ Kevin asked, sounding equally annoyed and amused.

"Most you got is a few minutes. But we'll see. Meet me at Gwen's. I'll be there later," Ben said before disconnecting the call.

"You got a partner?" the blond woman asked.

"Yeah. Listen, I kind of need to work here, so..." He was cut off by another vortex appearing in front of him. He dug his heels in the ground while holding onto the woman to prevent them from getting pulled in. But the remains of Charmcaster's stone creature were pulled out before he thought to block the pieces off.

_"Damn,"_ Ben cursed mentally. _"She made sure to cover her tracks."_

"Enjoying this?" the blond woman said in a teasing tone. Ben still hadn't let go of her even though the vortex was gone.

"Oh. Right," he said in an embarrassed tone, releasing his hold on her immediately.

"Oh, it's quite alright. But there has to be some way I can thank you," the blond said with a wide smile.

"That's unnecessary," Ben said, surprised by the way she was still smiling at him. Like he didn't have a glowing head and purple skin. "Listen, I need to go."

"Wait." The moment Ben turned around, the girl had captured his lips in a kiss.

His mind went blank for a moment. He had never kissed a girl before, and he was surprised that it felt this... well, good.

"My name's Caroline." Ben registered her voice after a few moments, and he saw that she was still smiling at him. "I'll be at the observatory at midnight. If you want to know more about me, then I'll see you there."

Caroline walked away, and Ben watched her walk away. The woman was really good looking. And interested in him.

_"Maybe a little too interested?"_ Ben thought while holding a hand up to his lips._ "Or maybe just really forward."_

"Caroline" saw the way Ben stood there for a few moments, still holding his lips before flying off.

_"Looks like he's somewhat immune to the spell. But ensnared slightly and personally interested,"_ Charmcaster mused with a smirk. _"Maybe I won't have to improvise after all."_

* * *

"We need to find her. I don't like the idea of her running free," Gwen said.

"Well, we need find out where to start. Your cousin said he ran into one of her rock monsters again. You find anything off its body?" Kevin asked, only turning to look at Ben when he got no answer. "Tennyson? Tennyson! Ben!"

"What?" Ben asked, jerking him out of whatever daydream he was in.

"Did you find anything from Charmcaster's monster?" Kevin asked.

"Oh. No. She got rid of the remains of that one too," Ben said, making Gwen sigh.

"Should've figured," she said before raising an eyebrow at him. "You ok? You look distracted."

"I'm fine. It's just..." Ben fiddled with a fry distractedly, his gaze on his food. "When I went to the location of the stone thing Charmcaster set free, there was a girl who was hiding from it. And... she seemed interested. In me, that is."

"Really?" Kevin asked, grinning from ear to ear. "Was she hot?"

"Yeah. The weird part is that I wasn't wearing my ID Mask," Ben said before tossing a fry in his mouth.

"Hey, some girls are interested in aliens. The things you could do with those tendrils..." Kevin said before whistling suggestively.

"Kevin..." Gwen warned.

"What? I'm just telling it like it is," Kevin said while still grinning. "So what do you think? You going to see her again?"

"Should I?" Ben asked.

"Why not, right? If you want to pull the whole 'it'll put her in danger' thing, you can just keep it tight lipped. No one has to know, and you can enjoy yourself. If she likes aliens, then give her some alien loving," Kevin told him.

"You've got a point there," Ben said with a small smile that bothered Gwen.

"That doesn't sound like a good idea," she said, making both boys look to her.

"Why?" Ben and Kevin asked at the same time.

"You don't know anything about this girl! Have you forgotten that you've made a lot of enemies? For all we know, Charmcaster could've set that up," Gwen reminded him.

"Yeah, but it's more likely she would go after you rather than me. After all, you're the one who she can't stand more than any of us," Ben reminded.

"But you're the one who smashed the Charms of Bezel to pieces," Gwen said, putting a hand on her cheek. "I don't know. This situation just doesn't feel right."

"How about this. We can meet her, and you can run your diagnostics on her. Just try not to scare off Benji's only chance to get a date," Kevin said with a smirk.

"Ugh. Have you been talking to Sunny?" Ben asked with a grimace.

"Yeah, and that nickname happened to come up," Kevin said with a laugh. "She said she only uses it cause she knows you hate it."

"I do. Don't call me that again, or people will know your middle name," Ben said with a threatening point. Kevin immediately closed his mouth.

"Back to the point. Are you going to meet her again?" Gwen asked.

"Not today. Tomorrow at twelve," Ben admitted.

"Then we'll check her out then," Gwen said. Ben nodded in agreement, not saying much after that. Because he wasn't specific as to whether it was twelve am or pm.

* * *

Ben could feel the full moon shining down when he stepped in front of the Observatory. It was quiet, but his suspicions were lowered when he could see Caroline standing in front of the building.

"I'm glad to see you," she said cheerfully.

"Me too. So, um... what did you want to show me?" Ben asked, nervously clasping his hands behind his back.

"You ever enjoy astronomy?" Caroline asked.

"Not much. Why?" Ben asked.

"I bet I can change your mind. Follow me," Caroline said, leading him inside.

Leading him by the hand, Caroline lead Ben to an area that looked like a room the telescope would be in. But there was nothing more than some sort of prop in the middle.

"You know, a lot of power comes from the moon. Some even said some of the most powerful magic comes from it," Caroline said.

"What do you know about magic?" Ben asked, raising an eyebrow at her.

"A ton. More than you, Ben Tennyson," Caroline said, her warm smile turning into a more sinister smirk. And before Ben could even say a word, he was suddenly immobile with runes glowing underneath his feet.

"Charmcaster," Ben said distastefully. Suddenly his perception became a lot more clear once the blond hair turned silver.

"I see you remember me. But you can imagine my surprise when I learned that you were an Anodite," Charmcaster said, slowly walking up to him. "I had to work to be as good as I am, and here you are. Born with enough power to even make me envious. It'll be useful when I finally take my vengeance on your cousin."

"I only have one response to that," Ben said before his eyes hardened as he looked Charmcaster dead in her eyes. "Big Chill."

Charmcaster was surprised when a green flash resonated, and Ben had completely disappeared.

"Get in here, you useless lumps!" she yelled, causing several stone creatures to walk in the room. "Ben Tennyson is still here! Find him!"

"I'm closer than you think," a creepy voice said in her ear, and she immediately fired a blast through an intangible Big Chill.

Ben immediately turned tangible before kicking her in the chest. Then he immediately turned around quick enough to give someone whiplash, covering a charging stone creature in ice. The second stone creature broke it to pieces when Ben moved out of the way of its charge.

"Umsizi womoya!" Charmcaster yelled, and Ben's body suddenly froze completely. "Useless bozos."

"What did you do?" Big Chill questioned, trying fruitlessly to move.

"It's an old immobilization spell," Charmcaster said, a smirk back on her face.

But as the next stone creature moved to grab Ben, Big Chill turned to Humungousaur and the spell that was cast on him was no longer effective. Which he took advantage of by backhanding the last creature hard enough to knock its head off.

"How are you doing this?" she exclaimed, sounding outraged.

"I've got some surprises of my own," Humungousaur said before quickly shifting to his Anodite form. Then he fired a beam of mana that Charmcaster held with a blast of her own. But the struggle didn't last long, considering Ben sent a tentacle through the ground and smacked her in the face.

"Skill beats power, Tennyson. You can't win this," Charmcaster said as she picked herself up.

"Good thing I've got both," Ben said before flying at Charmcaster.

He twisted in midair to dodge a pink wave of energy before bringing down a mana blade that Charmcaster was forced to block with a quick shield. Suddenly, Ben didn't have an interest in transforming anymore.

"Eat this," Ben growled before summoning an energized ball of mana to his hand and tossing it with all the force of a football quarterback. Charmcaster's shield couldn't withstand the power it contained, and it shattered while launching her back.

"All you're supposed to be is some punk with a watch! You shouldn't be this powerful just for being _born,"_ Charmcaster spat, trying to get to her feet. "I had to work to be this good! You did nothing!"

"Wrong. I work to be the best I can be at everything I do. But it comes even easier because I am an Anodite. And I always will be one, first and foremost," Ben said as the shutters in the Observatory closed and blocked out the moonlight. "That doesn't make me a sorcerer. It just makes me capable of being one."

"That power is wasted with you," Charmcaster spat at him.

"It'd be wasted even more on someone who doesn't know there's more to life than just magic and revenge," Ben said with a grimace on his face as he wiped his mouth. "That was my first kiss, you asshole."

"Oh, boohoo. I'm shedding a tear for you," Charmcaster said sarcastically as she got to her feet. "It was necessary in order for the control spell to be at its most powerful. Nothing more. Despite that, you resisted it quite well. I guess you deserve some credit for that. However little it may be."

"Alright, I'm sick of you talking," Ben said, his tone angry as he created an energized mana spear and tossed it at Charmcaster. She moved out of the way before it hit, but there was no way she was avoiding the tendrils that had came out of the ground to bind her. Not one part of her body could move an inch.

"Mark my words, I will get you Ben Tennyson," Charmcaster said angrily, making Ben roll his eyes.

"Try being original for a change. I think that's marked the ten thousandth time I've heard that," he said before contacting Gwen on her Plumber's Badge. "Gwen? I've got a present for you. But something tells me you're not going to want to keep it."

_"Charmcaster?"_ Gwen asked.

"Yup," Ben said.

_"Where are you?"_

"At the Observatory."

_"On my way,"_ Gwen said before shutting off the call.

Within seconds, Ben could see the flash of light that signaled Gwen was outside. Charmcaster was about to open her mouth, but Ben reacted by snapping duct tape over her mouth. It was one of the few things he could create through mana.

"Nope. No spells for you," he said. Charmcaster was glaring daggers at him, but he made his look even harsher than hers. Whether because of stubbornness or mettle, she didn't look away.

"You've been busy," Gwen said, which got Ben to look away to face her.

"You didn't bring Kevin with you?" he asked.

"No, this shouldn't really take long," Gwen said before looking at Charmcaster with the most insincere smile Ben had ever see her wear. "Hi Charmcaster."

She still couldn't speak because of the tape that was still over her mouth, but it was obvious if she could, she'd be spewing off dozens of insults.

"How'd you know she'd be here?" Gwen questioned before glaring at him. "And more importantly, why didn't you call us?"

"I thought 'Caroline' would be here, really. I wasn't thinking as clearly as I should've. Apparently, Charmcaster knows how to cast a mind control spell when she kisses someone," Ben admitted.

"She_ kissed_ you?" Gwen questioned, quickly turning her head to Charmcaster. The older spellcaster now looked incredibly smug, and Gwen ripped the tape off with a quick tendril. It could've left a lumberjack with nothing but stubble.

"Ouch!" Charmcaster exclaimed before glaring at Gwen. Again, her glare paled in comparison to the Tennyson that earned her ire.

"Oh, don't give me that look. You deserve it for messing with his head, and you know it," she said, her arms crossed as she stood in front of her nemesis.

"Oh please. One kiss and a promise of a date with a girl he didn't really know hardly qualifies as messing with his head," Charmcaster asked, which only got a muzzle made out of mana put over her mouth.

"Did I ask for your opinion?" Gwen said rhetorically.

"Enough of this. Let's get her away from here," Ben said, making both girls turn their heads to him. "I just want to get out of this place and forget this day even happened."

"Sure," Gwen said before waving a hand at Charmcaster, a vortex opening up behind her. With her movement restricted and being unable to talk, she had no chance of resisting the pull of the vortex.

Ben then leaned against the wall, his eyes closed as he tried to wipe that stupid kiss from his head. But there was no chance of that happening. Every detail was practically etched his mind. Including how good it initially felt.

"You ok?" Gwen asked. Ben opened his eyes to see her staring at him with a concerned expression on her face.

"It was my first kiss, you know," he said, his eyes averting to the sky.

"I don't think it counts. Not really, at least," Gwen said.

"It counts in the sense that I'm not going to be able to forget it. And even though she wasn't who she said she was, it still felt nice. And I hate that," Ben said before his eyes flashed angrily. "I need to borrow your spellbook. I'm not being caught off guard like that again."

"It's going to take you a while to master all those spells," Gwen warned him.

"Don't care. I don't do well with manipulation. I need to know how to counter her bullshit besides using the watch. I would've been screwed if I didn't have Master Control. And that bothers me on so many different levels," Ben said.

"Do it tomorrow then. It's late, and I don't know about you, but I like sleep," Gwen said, grabbing one of his hands and leading him away.

"I officially hate Charmcaster," Ben said sourly, and Gwen couldn't resist a small smile at those words.

"Don't worry. That's one thing we can agree on," she said.

* * *

A/N: Sorry this took longer than usual. I've been on a Yakuza obsession lately. Game is ridiculously fun. Hope ya'll enjoyed this.


	22. Chapter 22 - Enemy Of My Enemy

A/N: Based on the "Ghost Town" episode.

* * *

"Focus... just imagine seeing the the mana change..." Ben told Sunny, monitoring her progress closely.

Sunny held a pink ball of mana in her right hand, and was unsuccessfully trying to energize it. Mana was usually easily malleable for Anodites, and they could usually change its form with ease. But energizing it was not part of that deal.

"This is annoying. Can't we just do something else?" Sunny asked.

"Not until we've been at this for longer. Besides, you want to to learn how to do this, right? Well, consider me your motivator," Ben said with a grin before his phone vibrated.

"I'm not doing it anymore. I don't want to spend my free time doing school stuff," Sunny said, making her cousin's grin suddenly disappear.

"Fine. You can go do something else if you want," Ben said, floating down to the ground from his flight. "I'm not going to force you to do anything."

Sunny usually would've been happy with that. She got what she wanted and avoided doing any work. Only... she didn't like that look on her cousin's face. That veiled annoyance on his face had a way of shaming her far more than her teachers could ever manage.

"Wait," Sunny said, making Ben stop in his tracks. "I... my bad, alright. I'm not used to needing help."

"We all need help at some point. Gwen did the same for me when I was still adjusting to being an Anodite," Ben said curtly, turning to face her. "I offered to help you with this to be nice. Not because I have to."

"That's what makes you different than what I'm used to," Sunny said.

"Sounds like you need to hang around better people," Ben said.

"Maybe. I'm sorry," Sunny said, the words spoken softly enough to be a whisper. But Ben heard them, and gave her a gentle smile.

"Apology accepted," he said, putting a hand on his cousin's shoulder as he looked at his phone. "We're going to have to continue this another time, though.

"Why? I said I was sorry," Sunny said.

"It's not you. Gwen just messaged me about some alien trouble downtown, and this was over ten minutes ago. Surprised she didn't contact me on the Plumber's channel," Ben said, looking up at his cousin. "You wanna come with?"

"No thanks. You may be fine with working for free, but I'm not into labor without benefits," Sunny said.

"Fine. I'll let you chill by yourself today. But if I hear a peep that you've done something..."

"...reckless, you'll kick my ass. I got it," Sunny finished with an eye roll. "And if trouble finds me?"

"Then you kick _their_ ass," Ben said with a grin before transforming into Jetray and flying off. "I shouldn't be long!"

"Take as long as you need! Please!" Sunny shouted back, making Ben laugh.

* * *

"Have you heard from Ben?" Gwen asked, leaning against the wall and checking her phone. "He was supposed to meet us here almost fifteen minutes ago."

"No clue. Nothing on the badge," Kevin said, flashing his Plumber's Badge before looking to the sky. "Wait. There he is."

Looking up, Gwen saw that Ben was in fact approaching them. He then landed in front of the other two members of his team, transforming back into his Anodite form immediately.

"Sorry I'm late," Ben apologized.

"What were you doing? You should be glad the alien hasn't shown up yet," Gwen said, putting her hands on her hips and fixing him with a stern look.

"Relax. I'm sure you two are more than capable of handling it without me even if I didn't show up. Wasn't it just a level five?" Ben asked.

"Yeah. But from the looks of things, you might've just wasted your time getting here. Haven't heard a peep yet," Kevin said.

"A mini golf course?" Ben questioned, looking at the sign. Then he glanced at Gwen. "I'm amazed you're not playing through it."

"I was planning on it when you got here, but you showed up late," Gwen said, putting a hand on her hip and glaring at him.

"You could've gotten Kevin to play with you," Ben mentioned.

"Don't really like mini golf," Kevin said with a shrug.

"I'm not the biggest fan of it either," Ben said as the three of them started to walk through the course.

"Why?" Gwen asked.

"It's a game where you put balls in holes," Ben said dryly, making Kevin snort out a poorly restrained laugh. "Thanks, but no thanks."

"Your mental maturity is astounding at times Ben," Gwen said sarcastically.

"At times. Sunny's still worse than me," Ben said with a shrug.

"That's not saying much. And is that who you were with?" Gwen asked.

"We were practicing, and I ended up being held back for a few minutes. She didn't come cause she would rather avoid doing anything that involved 'labor without benefit,'" Ben said with obvious quotations.

"That sounds like her," Gwen said before frowning. "You sure are spending a lot more time with her."

"We're warming up to each other. I show her that life isn't all fun and games. And... well, she's just tons of fun," Ben said with a shrug.

"And what are we?" Gwen asked with a hand on her hip. Kevin watched the exchange with a raised brow.

"A different kind of fun. Besides, it's a good thing I'm getting along with her now. It gives you two more free time," Ben said with a point.

"I guess there's that," Gwen said not unhappily before grabbing two putts and offering one to him. "Now come on! Let's tee off!"

"Ugh. You're lucky I like you," Ben said before taking the putt he was offered.

"So do I, but you don't see me grabbing a putt," Kevin said. Ben noticed Gwen looked away awkwardly, but he didn't bother to comment on it.

Ben lazily leaned on his putt while Kevin leaned against a rock. Gwen was the only one excited to approach the course. Once she took position in front of the golf ball, she sunk it with one precise swing.

"Ha! A hole in one!" Gwen said with a wide grin aimed at Ben. The male Tennyson only shook his head before noticing the ball popped back out almost immediately after it went in.

"So much for that," Ben said with a laugh.

"I'm still counting that," Gwen said with an unimpressed look at the ball.

Ben only smirked before a small head popped out of the golf hole. It was obviously the source of Gwen's golf ball popping out. It had a couple features similar to a mole, but it certainly wasn't a regular looking one. Definitely not the alien he was expecting.

"Good. Let's get it and go," Ben said as he approached the alien. But he immediately started backpedaling when it spat a haze of acid at him that melted the golf ball.

"Ok, the two of you might wanna be careful. It's got acid spit," Ben warned.

Looking down, Kevin noticed the alien's head burrowed near his foot and he was able to move it out of the way before it was drooled on.

"Hey! Watch it you, little shit!" Kevin said, looking at the alien angrily. The alien only giggled.

"Let's trying burrowing underground and getting it," Gwen said as another head popped up near her and forced her to block a cloud of acid with a shield.

"And not get melted in the process," Ben said before digging his fingers in the ground, Gwen joining him shortly after.

Within seconds, tendrils of both pink and green color found themselves wrapped around something that definitely was _not_ mole sized.

"God, this thing's huge!" Gwen exclaimed as they pulled it from out of the ground, upending several meters of the course. And with a hammer that was made out of a nearby rock, Kevin knocked one of the the creature's heads out while it was focused on Ben.

"Sunny was right. We _should_ start getting paychecks for this crap," Kevin said before putting the thing in a shielded pod.

"Talk to grandpa about it later. Let's just get this thing out of here," Ben said, picking up the pod and supporting it with one tendril. Though any hope of leaving died when something akin to a missile crashed in the nearby parking lot.

"What was that?!" Gwen exclaimed.

"Whatever it was, it better not have landed on my ride," Kevin said, running towards the source.

"Let's go check it out," Ben said, setting the containment pod down. Though he made sure to give the unconscious alien one last look. "Stay."

Several cars in the parking lot were totaled from the crash site, but Ben was more interested in what was in the center. And what was in the center had him clenching his fists in anger.

"Vilgax," he said venomously as he raised his hand for an attack.

Ben paused his attack once he noticed Vilgax's bruised eye and the way he was cradling his right arm. That pause only lasted a second before he fired a blast at Vilgax's face that would've taken an eye out had he not moved his head.

"Cease your fire! I am not here for..." Vilgax's speech was cut off from Ben's tendrils wrapping themselves around Vilgax's neck, leave almost no room for speech or breath.

"I don't care why you're here. I told you if you came back here, you wouldn't see the light of day again. I intend on making good on my promise," Ben said darkly.

"Then you'll be very ill prepared when Ghostfreak shows up," Vilgax managed to choke out, causing Ben to pause.

"Fine," he spat, releasing his hold on the alien's neck. "Talk. And make it quick."

"Not yet. I'll take the alien we captured to grandpa. Just give me a few seconds," Gwen said before teleporting away.

Kevin raised a hand against the flash of pink before looking at Ben, who hadn't dropped his glare from Vilgax. The squid alien's expression was hardly any nicer, even it seemed like the squid alien had come to Ben for help.

Gwen teleported back within the next minute and she too glared at Vilgax, though with nowhere near the amount of vitriol in Ben's expression.

"Start. Now," Gwen said harshly. "What do you know about Ghostfreak?"

"He's on the loose. And more powerful than ever," Vilgax said.

"And how does that concern you? I doubt you're doing this out of the kindness of your heart," Ben said, his tone like ice.

"He attempted to possess me. But even though I had driven him off, he was not finished with me," Vilgax said, his eyes closed as if reliving a bad memory. "But instead of seeking revenge directly, he attacked my world. And every one of my people he possessed became a Ghostfreak minion - a slave to his hive mind."

_"That's new..."_ Ben thought with a frown, knowing Ghostfreak couldn't do anything like that before.

"And you came here for us to help you save your planet?" Kevin questioned with a raised eyebrow.

"If I saw an alternative solution, I would gladly take it," Vilgax said grudgingly.

"And I'm going to help you why?" Ben asked with a raised eyebrow.

"Because this is your fault!" Vilgax exclaimed.

_"Excuse_ me? Why don't you enlighten me how exactly it's _my_ fault _you_ got in trouble with Ghostfreak?" Ben questioned, his fists clenched tightly.

"You freed Ghostfreak from the Omnitrix. His actions are your responsibility," Vilgax said, pointing an accusing finger at Ben.

"If you think I would willingly let that possessive freak out of the Omnitrix, you're even crazier than I thought," Ben said, raising a glowing hand in Vilgax's face. Somehow the anger Ben was feeling got even worse. "Let's get this straight Vilgax: _I owe you nothing._ If you want my help, you got a funny way of going about it."

"The Omnitrix is one of the few things that could rescue my people. Of course, if you rather I'd do it alone..." Vilgax trailed while holding his hand out.

"I'd sooner castrate myself with a rusty fork," Ben spat, his anger only simmering down after Gwen put a hand on his shoulder. Then he took a calming breath. "But... as much as I hate you, I'm not going to let an entire planet die just to spite you. Even if I know you'd do it in a heartbeat."

"So you're agreeing to this?" Kevin asked incredulously.

"As much as I don't want to, yeah. I am," Ben said before glaring at Vilgax. "I'm hanging on by a thread concerning you as it is, so if I were you, I would tread carefully. If you do anything out of line, your people will be picking pieces of you off of the street after I'm done with you. We clear?"

"We are. But how do you propose we get there?" Vilgax asked.

Ben only whistled up at the sky instead of giving Vilgax a response. Within minutes, Ship in his battleship form appeared in the sky, opening his backdoor for them.

"Everyone in," Ben said.

* * *

Everyone was silent the entire flight to Vilgaxia. There was none of the conversation or small talk that would normally be present if the three teens were traveling alone. Vilgax's mere presence was like a damper on everyone's mood; their focus on the tentacled alien that they didn't trust not to attack them while they were flying. But he didn't do or say anything the entire trip, which was was just fine with them.

When they arrived, everyone noted that all of the buildings were covered in some sort of strange, web-like substance. It gave the entire city a haunted, abandoned feel. Especially considering the eerie silence.

"Ghostfreak did all of this," Ben said thoughtfully as everyone walked off Ship.

"Within a few days," Vilgax added.

Once everyone was off Ship, Kevin looked back to the Mechamorph with a warning point and expression.

"Now stay! Stay..." he said, making Ben roll his eyes.

"Ship. Go hide," he said, making the mechanical alien turn back into his small form before moving behind a building for a hiding spot.

"You just had to say that, didn't you?" Kevin said sourly, making Ben smile briefly.

"I don't know what's around here. I'm not leaving him out in the open to get ambushed by an army of Ghostfreak's minions," he said before looking to Vilgax. He just barely managed to keep his anger in check. "Where to?"

"Ghostfreak is likely in my castle. It is located in the heart of the city," Vilgax said with a point in the general direction.

"We've got other problems," Gwen said, causing everyone to look where she was pointing. An army of Ghostfreaks was flying right in their direction.

"Doesn't look like they've seen us yet. Let's get in," Ben said before flying over to the nearby wall, slipping through by angling his body. Gwen did the same, and Kevin climbed in next.

Vilgax was a tougher problem, given his size. With a quick flash of green, Ben turned Big Chill and turned the tentacle faced alien intangible so he could get in easier.

Kevin, absorbing the wall nearby, formed his hands into rectangular blocks that hid them from view. Ben peeked out of a smaller hole, watching each of the Ghostfreaks slip by.

"We're clear," Big Chill said as Kevin put his hands down. Then he transformed into Swampfire in a wordless flash of green. "I should be able to burrow a path to the castle."

"I have an alternate method inside," Vilgax said.

"Well, if this..." Ben was cut off by some sort of awful sounding wailing; almost as harsh on the ears as a banshee.

"What is that?" Gwen asked.

"A child crying," Vilgax said, looking through a narrow slit in the wall.

"Really? Well, then it's probably a good idea..." Ben didn't even get to finish his sentence before Vilgax punched a hole through the wall and ran off.

"The hell is he doing?" Gwen asked.

"Giving away our location!" Kevin exclaimed.

"As much as I want to believe it, I don't think that's the case," Swampfire said, causing Kevin and Gwen to look at him in surprise.

He didn't warrant the looks with a response, and instead burrowed a path through the ground.

Jumping in, the three of them traveled through the haphazardly made tunnel in order to climb up above ground. And there Vilgax was on the other side; beating back Ghostfreak minions while standing in front of a child version of his species. He burst through the wall in order to help a little girl that was in danger.

_"Things were a lot simpler when he didn't have any redeemable qualities,"_ Swampfire thought sourly before hitting several Ghostfreak minions with fireballs.

"Don't let them reach her! The Ghostfreaks possess anything they touch!" Vilgax warned.

"Including us?" Kevin asked rhetorically as Ben rushed forward.

Throwing a fireball to set the strange material that coated the buildings ablaze, Ben took advantage of them being afraid of the sight by taking one of them with a flying kick. Then he held his hands out, a steady stream of flame flying out to plow through more minions.

Gwen's hands lit up with mana before firing multiple beams that took out several of the Ghostfreaks on contact. Though her attention was stolen when one of the minions flew through Kevin.

"Kevin!" Gwen exclaimed as she swatted away several other minions with mana whips, fighting her way to him.

Kevin's head started twitching erratically while his eyes were glowing purple. But after a few seconds, the minion was forcibly ejected from his body. And from the looks of things, it left the minion reeling from the experience.

"I don't plan on becoming anyone's slave, freak!" Kevin exclaimed before quickly rushing forward and hitting the minion with a spiked mace for a hand. Then proceeded to chain several blows to all of the minions in front of him, finishing off the last one with a simple, but effectively executed roundhouse.

"Nice one," Swampfire complimented before taking out two minions with a jumping double kick.

"Show off," Kevin said, rolling his eyes. Tennyson made that look_ way_ too easy for his liking.

Ben only responded with a wry grin before focusing on more Ghostfreak minions that were approaching.

With Vilgax's help, the three teens were able to beat the Ghostfreak minions until the remaining ones were forced to retreat. Ben transformed back to his Anodite form and exhaled through his nose.

_"At least the servants are easy to deal with,"_ he thought before looking to Vilgax, who was comforting the girl.

"It is not safe here. Stay inside and be quiet," Vilgax said. The little girl nodded and moved to follow his instructions, but not before giving the villain a hug.

It took a moment for everyone to process what just happened. Vilgax, Conqueror of Ten Worlds and Ben Tennyson's mortal enemy, was being hugged by a little girl as thanks for rescuing her. It was pretty surreal. But then again, these were his people. So maybe it wasn't as surreal as it should've been.

When Vilgax turned around, he looked directly at Ben Tennyson, who was examining him like some kind of unsolved puzzle.

"What?" Vilgax asked testily.

"Nothing," Ben said tersely before looking in the direction of the castle. "Let's move on."

"How do you suggest we get inside without attracting too much attention?" Gwen asked, interrupting any traces of an argument by focusing on the mission.

"I have a secret entrance inside. But it is not pleasant," Vilgax said.

* * *

"'Not pleasant' is what we call a mild statement for this," Ben said, taking care to avoid any slime around the place.

"Just be grateful I called off the flesh beetles," Vilgax said simply.

"Grateful. Yeah," Ben said with an eye roll. The day he'd be grateful to Vilgax for anything was the day he'd stop being an cruel asshole.

"I'm gonna need a shower after this," Gwen said, shaking her shoe loose of some stray slime.

"You aren't the only one," Kevin said, pulling a glob of slime off his face.

"Ghostfreak seems to have a real grudge against you, Vilgax. Especially if he was willing to go through all this," Gwen said, holding up a mana orb in order to give them some better light.

"He..." A pause. "...simply sees my planet as the jewel it is."

"Jewel?" Kevin questioned, narrowly avoiding another bundle of slime falling on him. "Heh. Even better."

"Don't worry. When we take him down, we'll get our answers," Ben said, glancing to Gwen out of the corner of his eye. She looked at him with that look she always gave him when they were on the same page. Vilgax's explanation didn't match up to what they knew about Ghostfreak.

The Ectonurite never did things without reason. There was purpose to every action. If he really needed a planet to create an army, why Vilgax's planet? Why would he pick the home of a powerful warrior when more peaceful planets would've been far less of a hassle to take over? He wouldn't. Unless Vilgax gave him the motivation to.

Maybe Ghostfreak sought out Vilgax in order to possess a powerful warrior, but that seemed unlikely.

There was no doubt in his mind that Ghostfreak solely targeted Vilgax because he had done something. To him or involving him, Ben didn't know. But it was for a reason Vilgax wasn't telling them about.

_"I'm sure Ghostfreak will know. And I doubt he'll mind giving it up if he really doesn't like Vilgax,"_ Ben thought as they continued.

The trash chute led them out of a hatch hidden behind a banner, and it seemed that there weren't Ghostfreak minions patrolling the place. Which only made getting in undetected even easier.

"He's there," Ben said, peeking behind a wall to see Ghostfreak standing on the balcony. "We'll confront him together. Just make sure you don't get possessed. It might not have worked with the smaller guys, but Ghostfreak is definitely stronger."

"You know more about him than I do," Kevin said, absorbing the blue metal floor underneath him.

"Then let's go," Ben said before jumping out from behind cover. He didn't give Ghostfreak a chance to sense he was there before wrapping half a dozen tendrils of mana around the Ectonurite's torso and slamming him into a wall.

"Who dares to..." Ghostfreak's voice, which was full of rage, trailed off when he laid sight on Ben. A brief sensation of wariness filled him at the sight of an Anodite, but that disappeared when he saw the Omnitrix on his wrist.

"Ben Tennyson. How did you find me so quickly?" Ghostfreak asked, pulling himself from his fallen position.

"I got a tip," Ben said simply as Gwen and Kevin took places on both of his sides. But Vilgax moved to stand in front of all three of them, his sword raised.

"You will die today, Ectonurite scum," he said venomously. Ghostfreak only clicked his tongue like he was about to scold a particularly disobedient child.

"Vilgax. Even for you, this is a new low. Crawling to the enemy you had sworn to destroy for help. Especially the one who was the entire reason you came to free me; seeking assistance on how to defeat him," he said, causing Ben to go completely still. Gwen and Kevin's eyes had widened.

"What," the male Anodite growled, his voice shaking with barely restrained rage. The moment he saw Ben's hair tendrils wriggling angrily, Ghostfreak pressed on with more enthusiasm.

"Oh, he didn't tell you? Vilgax was the one who freed me from my prison in the first place. He wished for the secrets of the Omnitrix. The secret to kill you," the Ectonurite said, a dark glee in his tone as he cackled. "If it..."

Ghostfreak was cut off by Vilgax charging him with a battle cry, but the squid like alien was forced back by a purple colored beam that he had to block with his sword. Ben's eyes shone with anger as he looked at Vilgax.

_"Of course this happened because of him. Did you expect anything else?"_ he thought furiously, but a hand on his shoulder snapped him back to the present.

"Look, I know you're angry with Vilgax, but we need to focus on what we came here to do. Which is deal with Ghostfreak," she told him before her eyes hardened. "We'll deal with him later."

"She's right. Let's get the freak we came here for first. Then we'll make that bastard regret he ever asked us for help," Kevin said angrily as he cracked his knuckles.

"You're right. There's time for that later," Ben said before grabbing Gwen's hand.

The two of them had learned how to control when they wanted to transfer energy, and as a result, they could focus it a lot better. And for Anodites, more focus just meant more power.

"Energized beam," Ben said, causing Gwen to nod. They waited a few seconds for Vilgax to lead Ghostfreak into the position they were hoping for.

"Now!" Gwen exclaimed as she and Ben held out a hand.

Both energized mana beams met halfway, fusing together to make a beam mixed of both their mana colors. When it impacted Ghostfreak, the Ectonurite shrieked loud enough to break a few mirrors as he was sent flying out of the building and would've flew all the way down to street level like a bullet if three of his minions didn't arrive to stop his descent.

"You would forgive Vilgax for his treachery?" Ghostfreak asked, looking at Ben with a narrowed eye. The male Anodite had quickly followed after Ghostfreak, not wanting to give him a chance to hide.

"I'll deal with him later. You come first. After all, that's why I'm here," Ben said before turning the Omnitrix's dial and transforming into Heatblast. "Heatblast!"

"To me, my servants!" Ghostfreak exclaimed, raising his hands to the air as he floated back to balcony level.

Out of each and every wall, came at least three dozen minions each. Vilgax, Kevin, and Gwen turned to focus their attention on the minions while Ben kept his solely on Ghostfreak.

The three minions that helped Ghostfreak avoid falling to the ground flew at Ben to try and stop him, but one of them was immediately taken out with a fire blast that him dead on. Then the other two flew right into the grip of his hand, which were glowing green. And they disappeared in a quick flare of flames.

"Being an Anodite doesn't just help me when I'm not transformed. You can't phase through these," Ben said before taking a karate stance with his fists out in front of him.

"It won't help you very much against me," Ghostfreak said before flying at Ben, who locked hands with the Ectonurite and dug his heels in the ground to avoid being pushed back.

Gwen started flying in the air and raised a glowing hand to send out a wave of mana at the Ghostfreak minions, but they simply descended to avoid the attack. Kevin jumped and took out one of the minions with a kick while Vilgax backhanded several of them away like they were no more than flies.

Ben struggled with Ghostfreak as they rotated in place, eventually rotating around enough to where Ben's back was facing the balcony instead of Ghostfreak.

The male Anodite broke the deadlock with a headbutt that the Ectonurite hissed viciously at before clawing at Ben's side, which only did minor damage.

Ben then lashed out with several punches that the ghost-like alien dodged with relative ease. But that didn't last long before Ben was able to catch the Ectonurite with a right hook followed by a roundhouse that stunned him. It was all the time he needed.

"Heads up Kevin!" Ben exclaimed, placing a hand on Ghostfreak's torso and shooting a fire blast that launched him right at Kevin.

The Osmosian swung at his stomach once he got near, the force of it being powerful enough to sink a few inches into Ghostfreak's stomach. That blow knocked the Ectonurite right towards Vilgax, but Ghostfreak quickly turned intangible and flew through the squid alien.

The Ectonurite swiped Vilgax on his back with his claws, causing him to groan from the pain of it, but Ghostfreak was hit with a strong backhand to the face in retaliation.

Ben was about to hit Ghostfreak with a fireball while he was recovering, but he immediately got swarmed by several minions that picked him up and carried him away. As in, flying towards the ground as fast as possible.

"Back off!" Heatblast exclaimed, his body starting to glow brighter.

He quickly released a wave of heat that made each of the minions holding him disappear. And with a quick jet of flames from his hands, he slowed himself down enough to where his quick descent to the ground was painless.

"Assholes," Heatblast said before igniting the ground underneath his feet and flying back up to the castle on a flaming rock.

Back on the balcony, Vilgax fired two lasers at an airborne Ghostfreak. The alien dodged the blasts swiftly before one of his hands started to glow a dark purple, launching a pillar at Vilgax that submerged him under a pile of rubble.

Meanwhile, Gwen and Kevin were still surrounded by a sea of minions. Kevin was beating them down when they got close, and Gwen was able to fire off wave after wave of energy that made each minion disappear on contact. It was taking a little while, but they were taking out the minions with practically no risk to them.

Unbeknownst to them, Ghostfreak glanced at both teens before his gaze zeroed in on Gwen specifically. A sadistic grin crossed the alien's face before rushing at her. Ben saw the grin as soon as he reached the top, his mind immediately flashing back to the last time Ghostfreak possessed Gwen. An audible snarl came out of his mouth, and even Vilgax was surprised to hear it.

"Oh, no you don't!" Heatblast roared before transforming into XLR8 and rushing towards Ghostfreak. Then immediately changed into Cannonbolt.

The speed and force was enough to send Ghostfreak flying, but Ben wasn't through.

He grabbed the Ectonurite with a tendril before tossing him towards the balcony and immediately changing into Jetray.

"Ben!" Gwen exclaimed, but her cousin didn't seem to hear her as he flew Ghostfreak down to the ground.

The Ectonurite attempted to fire a beam from his chest but Ben immediately transformed into Humungousaur and punched Ghostfreak down to the ground with a mana infused hand with enough force to crack the ground when he landed.

"What a powerful specimen you've become, Tennyson. The power I missed for not possessing you is such a shame," Ghostfreak said, rising slowly with a hungry grin on his face. "I'll fix that soon enough."

"You failed to possess me once before, and you'll fail again. I'm sending you back to the afterlife where you belong," Ben said, his tone shaking with anger as his tendrils grew longer than a door. His anger was intense enough to make Rath's look like a child throwing a temper tantrum.

"Then perhaps your cousin would prove a more than satisfactory host. After all, I have not..."

Ghostfreak didn't even get to finish his sentence before he had an angry Anodite rushing him down, catching him in the mouth with a blow hard enough to knock two of his teeth out.

Ghostfreak spat out a glob of grayish blood as he fired a beam from his chest, forcing Ben to block the blast with a shield.

The Anodite focused mana in his free hand, making its form thin and long before firing it straight through Ghostfreak's laser and hitting the Ectonurite between the tentacles in his chest. It left a hole the size of a quarter.

Ignoring the pain and snarling in rage, Ghostfreak charged Ben with his claws at his side. Putting shields around his arms, he held his hands out to deflect each of Ghostfreak's swings. But after one particular deflection, Ghostfreak fired a beam out through his chest that hit Ben head on.

Dragging his hands and feet on the ground to stop himself from sliding across the floor anymore, Ben looked up and noticed that more of Ghostfreak's minions were starting to surround him. He had to end this - now.

_"Facio Gravis!"_ Ben exclaimed with his hand out, his eyes closed in concentration.

Abruptly, Ghostfreak and the minions that were with him suddenly sunk down to the ground like gravity suddenly decided to ignore their ability to fly. Now each of them were pinned to the ground with no way to get off the ground.

"How did you..."

"Being an Anodite also means I can cast magic. Unfortunately for you," Ben said before transforming into Heatblast again.

Focusing his heat, a large ball of fire started to slowly grow in his hands. It shined with not just rays of light, but also mana energy. It was giving off enough light that could probably light up an entire city. It was also light that was slowly burning the skin off of an immobile Ghostfreak. The minions had immediately disappeared on contact with the light.

"No! This cannot be how it ends!" the Ectonurite yelled.

"You've cheated death once before. Hell is where you belong," Heatblast said as the ground beneath him began to melt from the intense fireball that was now the size of a car. "I'm just the flame that sends you there."

With a little more screaming and flailing, Ghostfreak disappeared on the spot in a pile of ash. Ben immediately made the fireball disappear before turning back to the castle and flying up to the balcony after transforming back into his Anodite form.

The first thing that he noticed once he reached the top was that many civilians of Vilgaxia were lying on the floor. Ghostfreak's death seemed to have ended their enslavement, which was Ben's ultimate goal in the first place.

Now he was even more glad than ever that he studied Gwen's spellbook. His mind had a knock for letting him easily remember all the important stuff. School stuff like algebra and history weren't important for this line of work. And if it ever was, he had aliens who could do that kind of thinking for him.

"Ghostfreak?" Vilgax asked, who still had his sword in his hand.

"Gone," Ben said, his tone even.

"Until someone else finds a way to bring him back," Gwen asked.

"I think I've at least bought us a few years," Ben said.

Then, with a speed no one's eyes had time to register, Ben transformed into Humungousaur and hit Vilgax with a punch hard enough to knock the alien through his throne, which immediately broke upon impact.

"Just because I helped you save your planet doesn't mean I forgot about you, Vilgax," Ben said venomously, his hands shaking with fury. "You were the reason Ghostfreak even got loose in the first place, you treacherous bastard! If I had known for a second, I would have killed you where you landed and dealt with Ghostfreak myself."

"You are welcome to try now," Vilgax said, drawing his sword while his eyes narrowed.

"Lord Vilgax! Lord Vilgax!" a voice exclaimed, catching everyone's attention. In ran a Vilgaxia citizen, who was probably one of the Ghostfreak minions they had beaten.

Then he noticed the hostile atmosphere, and suddenly his body stiffened.

"Are these more enemies, my Lord? Should we prepare the people for combat?" the man asked.

Vilgax looked back to Ben, and was surprised to notice that his gaze was not on Vilgax, but on the Vilgaxian who just walked in. And something in his gaze unnerved the ruler. Instead of looking worried about the citizen's safety, the look was more calculating.

Then a blink later, and the look was gone.

"No. We helped your ruler. Didn't we, Vilgax?" Ben said abruptly, causing Vilgax, Gwen, and Kevin to look at him in surprise.

Though Ben fixed a quick glare onto Vilgax, who immediately understood what the look meant. For the safety of his people, he would continue this fight another day.

"He is correct. They assisted in Ghostfreak's destruction," Vilgax said, putting his sword away.

"Assisted? Ben..." Kevin started before Ben held up a hand to cut him off, shaking his head in the negative. The Anodite was barely able to reign in his temper as things stood. Arguing over semantics would just make it worse.

"Oh. Well, then in that case, you have our gratitude young earthling heroes," the man said, aiming a bow of respect at the three teenagers. The fact that they were getting praise from someone Vilgax ruled over was very surreal for them.

"Don't mention it," Ben said, giving the man a nod. "But we really should get going. We have our own duties to attend to."

"Then I wish you safety on your journey back," the Vilgaxian man said before looking to Vilgax. "Shall I gather the people, my Lord?"

"Yes. I wish to speak with them," Vilgax said. The man bowed before backpedaling out of the door.

"Come on," Gwen said, grabbing Ben's arm and leading him towards the exit. But when nearly out of the door, Ben put a hand on Gwen's arm to get her to stop moving.

"This is the last time Vilgax. You won't get mercy a third time," Ben said before continuing out.

Vilgax stared at the exit before moving to his balcony where he could view the city. His people were alive because of Ben Tennyson's willingness to protect the innocent. Something that Vilgax would never have done for him.

_"Even with all your power, your noble nature will you killed one day Tennyson,"_ Vilgax thought, his hands gripping the railing._ "And with any luck, I'll be the one to do it."_

* * *

"I can't believe you let him go," Kevin said as Ship flew the three of them back to Earth.

"Neither can I," Gwen said, raising her hands in surrender when Ben turned an expression of irritation towards both of them. "Don't get me wrong. I don't want you to kill anyone. But you could've done it right then and there. I wouldn't have even stopped you."

"It probably would've been the best move. But I knew for a fact I'd have to fight the entire planet. They were that loyal to Vilgax. Yet despite that, they're still innocent people. I'm not Vilgax. I refuse to be him. To hurt anyone who doesn't deserve it for my own goals," Ben said before raising the watch. "That's not why I wear this watch. And that's not why I fight."

"That's... kind of a dumb reason," Kevin said, which only earned him a baleful glare. "What? It is. We all know you wouldn't have killed anyone else. And even if you hurt them, bruises, burns, and cuts eventually heal."

"You don't understand," Ben said, refusing to look at him.

"Try me," Kevin said with a serious look, making Ben sigh.

"You remember what I just said? About how I don't want to be like Vilgax?" he said, making Kevin nod. "I can't promise myself that I'll stick to those principles if I get angry enough. He makes me lose control sometimes."

"I'm not quite following," Kevin said, making Gwen's eyes widen as the implications sunk in.

"Oh... _Oh._ That... That just makes me glad we left when we did," she said, an alarmed expression on her face.

"What is it? So what if he loses control a bit? Going all out is what you need to do against someone like Vilgax," Kevin said.

"No Kevin. That's exactly what he _doesn't_ need to do," Gwen said, causing Kevin to turn in her direction with a raised brow.

"Going all out means doing whatever it takes to make sure he goes down. In the middle of that, who's to say I wouldn't use his people like he would use mine in order to beat him?" Ben said bluntly, making Kevin's eyes widen. Now it was horribly obvious for the Osmosian.

"You wouldn't do that. I know you wouldn't," he said, making Ben snort.

"I wish I could assure myself of that. But that's why I left. I don't want to cross a line like that in order to take him down. The fact that I even thought about it scares the hell out of me," Ben said, looking down at the ground. "I... I don't want to ever use people like they're just there for my convenience. Lives have more meaning than that. Even if they worship the man I hate the most. They're still innocent people."

It was dead quiet after Ben's statement. Not even Gwen had much of an idea of what she should say. Neither her or Kevin were expecting something that heavy to be said.

Meanwhile, Ben's mind was a whirlwind. He was going back forth with himself as to whether he should've stayed and fought. Some part of him was glad he left, and another was sure that he should've stayed and killed him.

_"Are you that eager for blood on your hands?"_ a voice in his head said. It sounded scarily similar to a gleeful Vilgax, and that was not something that sat right with him.

A soft hand grabbing his pulled out him of his turmoil, and it was Gwen giving him a sympathetic look while her thumb stroked the back of his hand comfortingly. He hadn't even noticed she sat next to him.

"I'm proud of you. You did the right thing," she said softly before he leaned his head on her shoulder.

Ben didn't say anything, but now more than ever, he was glad that he had Gwen to lean on.

Kevin glanced at the two behind him before turning his gaze back towards the empty looking hyperspace.

* * *

A/N: If any of you were thinking about Ghostfreak turning intangible to avoid being burned alive, think about this. The gravity spell forces you down to the ground. Which holds you there. If you ignore the ground, you keep falling. And what's in the center of a planet? A core. Which is about as hot as a sun. So Ghostfreak was torn between either letting Ben killing him or essentially committing suicide himself. Lose-lose situation there.

And now we come to the Ben situation. As you've seen, it's getting more and more clear that his mind is struggling with the idea of doing what's right and doing what's necessary to deal with Vilgax. Because sometimes the two can coincide. Ben loathes the idea of being anything like Vilgax, and he knows if makes a decision like that, he'll be little better than he is. Even if it sounds like a good idea.

This took a little longer than normal cause I had to rewrite some stuff, but it turned what was previously a 5000+ chapter into 7000+, so there's a lot more context in here. Hope ya'll enjoyed.


	23. Chapter 23 - Changes

A/N: Don't ask me how long this took to put together. I've been having so much writer's block lately, it's ridiculous. Almost everything that didn't involve the canon episode in this chapter was hell to write.

Based on the "Primus" episode.

* * *

"You're leaving?" Ben asked, his expression surprised.

"Her parents are insisting she come home. They don't insist anything often, but when they do, they really mean it," Verdona said, looking to Sunny.

"And if I don't show up, annoyed, fully grown Anodites will come down to Earth messing up the place cause their daughter didn't show up when she was supposed to. My folks are like me when it comes to something they want," Sunny said with her arms crossed, her expression sullen.

"That's not at all reassuring," Gwen said with a grimace.

"Will you ever come back?" Ben asked.

"Maybe when I learn how to teleport across the galaxy," Sunny said before smirking. "Besides, I still have to teach you how to have fun."

"I know how to have fun," Ben said defiantly, crossing his arms.

"Sure you do," Sunny said, her smirk not wavering as she put a hand on Ben's arm.

Gwen's eyes narrowed when Sunny leaned closer to Ben and whispered something in his ear, a smile slowly making its way onto his face as her words started to register.

"Seriously?" Ben asked with a wide smile. Sunny nodded. "I'll have to check then."

"Make sure you do. I'll kick your ass if you waste it," Sunny said, the grin on her face fading when she looked at Gwen. "Bye to you as well, I guess."

"Same," Gwen said neutrally.

"You two are never going to get along, are you?" Ben said with a sigh, shaking his head.

"Ben, it'd probably take a life or death situation to get those two to get along," Verdona said with a wide smile.

"No kidding," Sunny and Gwen said at the same time before looking at each other. Both Verdona and Ben chuckled.

"Well, at least that's one thing you can agree on," Verdona said with a fond smile before looking to Ben. "And thank you for your help with Sunny."

"No problem. It was fun bullying some manners into her," Ben said with a wide grin.

"You didn't _bully_ manners into me. I learned how to be a little more responsible from you. That's all," Sunny said defensively.

"Keep telling yourself that," Ben said before having to dodge a mana beam aimed at him. He only laughed at the attempt.

"Sunny," Verdona said with an exasperated look aimed at her granddaughter.

"What? He was asking for it," Sunny said with an unapologetic shrug. "Let's just go home, grandma. I can't wait to get away from this strange boy."

"I'll miss you too Madam Sunshine," Ben said, the Anodite Grin on his face.

"You too Benji," Sunny said with the same grin on her face. Verdona took this as her cue to teleport her and Sunny away.

"You're going to miss her, aren't you?" Gwen asked, looking at Ben.

"Yeah. Sunny was fun. Once she stopped acting like a inhibitionless pain in the neck," Ben said, looking at the spot they teleported at. "Next time she comes around, you two should actually try and get along."

"Would you ruin a rivalry that was meant to be? She's like you with Albedo. Only less evil and more petty," Gwen said with a grin, making Ben laugh.

"When you put it like that, maybe things should stay as they are," he said with a wide grin.

"My point exactly," Gwen said before linking her arm with his. Ben raised his eyebrows at the gesture. "Now come on. We haven't hung out much since you actually started getting along with Sunny. I intend to catch up."

"And if I say no?" Ben said with a grin.

"Then you'll have one miffed cousin on your hands," Gwen said, furrowing her brows at him.

"Well, well. We can't have that," Ben said playfully, stroking an invisible beard. Gwen shook her head at his antics, but couldn't help but grin as she lead them away.

* * *

"I've been meaning to ask. What do you think is going on with all this alien activity lately?" Gwen questioned.

"You really want to spend one of our few moments of reprieve thinking about that?" Ben asked with skepticism in his tone.

"Good point," Gwen said before taking a sip from her smoothie. "It's still gnawing at me though."

The past few weeks had been quite a hassle. Every day, there were at least three alien related incidents popping up. Usually it was every other day or every few days, but not lately. It was starting to get annoying.

"Don't let it. Think about more positive thoughts. Like the fact that your arch nemesis has finally gone away," Ben said with a grin.

"Will you stop being so dramatic?" Gwen said with a roll of the eyes. "We didn't like each other. As far as I'm concerned, that's normal when it comes to my cousins."

"Ouch," Ben said, putting an offended hand over his heart as Gwen smirked. Then he awkwardly rotated his smoothie cup. "Uh, how are you and Kevin doing?"

"Fine. There's nothing wrong. Why do you..." Gwen stopped when she noticed the awkward look on his face. "Oh. Didn't think you wanted to know about that."

"It was none of my business, so I gave you two some space. But neither of you haven't really come out and said anything, so I thought I'd ask," Ben said with a shrug. He was still rotating his smoothie.

"Well... nothing's really going on," Gwen said before starting to move her smoothie cup awkwardly as well.

"Really? It doesn't seem like anything went bad," Ben said.

"It didn't. The fact that nothing ended up happening is the problem. I mean, Kevin did try to at least flirt, but it was just... awkward," Gwen explained.

"So there's nothing there. I guess the problem is that you haven't told him yet?" Ben said.

"Yeah. He hasn't really mentioned it, and one of us has to eventually, right?" Gwen said before tucking some loose hair behind her ear. "What is it me and guys?"

"What?" Ben asked, sending some of the smoothie in his straw back in the cup. He wasn't expecting a question like that.

"Me and guys. I don't know what it is, but the few times I have gone out, I haven't been able to click with anyone," Gwen said, putting her hands on her face. "At this point, I'm starting to think I'm my worst enemy. Is there something wrong with me?"

"Nothing's wrong with you. If you don't want to do date someone, then you don't want to date them," Ben said, licking a bit of smoothie from the corner of his mouth.

"Thank you for stating the obvious," Gwen said sarcastically.

"Let's face it. You never did settle for anything less than the best. And considering all the hero work we do, there's bound to be someone out there who'll be the guy for you," Ben said before putting a hand on hers, giving her an encouraging smile. "Didn't you tell me that patience is a virtue?"

"Yeah. I did," Gwen said with a smile of her own.

Moments had passed and they still hadn't let go of each other's hands. Ben glanced out of the corner of his eye, and barely anyone even glanced in their direction. Those that did didn't seem to think it was anything out of the ordinary. He certainly did though. It was weird, but it also... wasn't weird.

"This is, uh... kind of..." Gwen awkwardly trailed before sliding her hand back.

"Yeah," Ben said, stuffing his hands in his pockets.

Both of them jumped when both Gwen's Plumber's Badge and Ben's Omnitrix started beeping at the same time.

"Guess our break's over," Ben said before raising the Omnitrix close to his face. Gwen did the same with her communicator. "Kevin?"

_"If you know it's me, than you can guess you already know what I'm calling for,"_ Kevin told him.

"What is it?" Ben asked with a groan.

_"There's a Techadon out in the countryside. Your grandpa told me we need to take care of it,"_ Kevin said.

"Aren't the Helpers still on Earth? Why not just send them?" Gwen asked, not wanting their break cut short.

_"I already tried. Your grandpa said they aren't ready to take on something like that in their current state. He would know better than anyone else,"_ Kevin said, making Ben sigh.

"Yeah, I guess he would. We'll be there," he said before disconnecting the call.

"So much for our outing," Gwen said with a frown.

"Let's just get it over with," Ben said before they both teleported away.

* * *

"I've had enough of these things for one lifetime," Lodestar said, holding his hands together so that he could pull the robot apart.

"At least they're simple enough to deal with," Gwen said before launching a sphere of energized mana at the Techadon that blasted a hole through its chest.

"Good point. It's made even easier by the fact that they can't resist my..." Ben's statement trailed off when he transformed back into his Anodite form. "...magnetic charm?"

"I thought you usually finished your food, Tennyson," Kevin said as he jumped in the air and destroyed the Techadon's head by smashing two hammer hands against it.

"I usually do," Ben said before rotating the Omnitrix's dial back and forth. "What's with you?"

_"Omnitrix must return to Primus. Omnitrix functions in danger,"_ the Omnitrix said.

"What's Primus?" Ben asked.

_"Source of DNA samples contained within the Omnitrix. Omnitrix must return to Primus,"_ the Omnitrix repeated before it started to engulf Ben in a bright green light.

"Um, guys?" Ben questioned, causing them to turn around.

"Ben!" Gwen and Kevin exclaimed before running towards him. Fortunately, since the teleporter signal had such a wide range, both of them were able to get in the teleportation range in time.

Unfortunately, the Omnitrix factor elevation in the equation, so they teleported in midair and immediately started descending towards the ground. Ben and Gwen immediately started flying, grabbing one of Kevin's arms to make sure he didn't hit the ground.

"You would think that watch of yours would have the courtesy to teleport us down to the ground," Kevin said as they descended.

"Sorry about that. Now what?" Ben asked, raising the Omnitrix close to his face. "We've arrived at what I guess is Primus."

_"Must scan native security drones in order to verify location,"_ the Omnitrix said before it started to beep rapidly. It was the watch's distress signal.

Ben quickly found out what drones the Omnitrix meant when they started diving at them. Each drone resembled giant, blue wasps that were a little more alien like in appearance.

"Incoming!" Kevin exclaimed, absorbing the ground underneath him.

"Wait," Ben said, holding out a hand to stop him while keeping the Omnitrix raised. Then it shot out several green beams of energy that kept the creatures in place.

"What are you doing?" Gwen asked.

"Taking DNA samples. To verify I'm on Primus," Ben said as the green energy retracted. "Done?"

_"Omnitrix has returned to Primus. Omnitrix must find creator. Orders conflict with primary functions. Effective Solution: Escort Ben Tennyson to creator,"_ the Omnitrix said.

"Azmuth? But... hey!" Ben exclaimed as he was lifted off his feet by several of the drones and flown towards the volcano.

"Ben!" Gwen and Kevin exclaimed.

"I'm fine! Just follow behind! I'm done trying to question how this thing works!" Ben exclaimed as he was flown away from them.

"Easy for him to say. He gets a free ride and we gotta walk," Kevin said, holding his hands out at his side.

"I can teleport to him, you know. We're connected with each other," Gwen said before her eyes shone a bright pink.

"Sounds hot," Kevin said with a smirk, which broke Gwen's concentration as she took the time to glare at him.

"Connected with each other's _mana. Not..." _she began.

"Whoa, calm down there. I'm just messing with you," Kevin said. He only got a withering glare in return. But the fact that her cheeks were as red as her hair ruined any effect the glare might've had.

"Ugh..." Gwen trailed in an irritated tone before moving to teleport them. But nothing ended up happening.

"Um... Gwen?" Kevin questioned.

"I think this place has a way to stop people from just teleporting when they want," Gwen said, looking at her hands. "It's like something's blocking certain aspects of my powers."

"Then we'll just have to walk," Kevin said.

"I got a better idea," Gwen said, picking up and carrying Kevin a tendril before taking to the skies. "Shouldn't take us too long to get there."

* * *

"I can fly to Azmuth myself, you know," Ben said, looking at the watch while riding on one of the drones as if it were a magic carpet.

Neither the watch nor the drones responded as they took Ben to the top of the volcano. Then the drone that was carrying him suddenly tilted to the side so that he'd fall to the ground.

"Thanks for..." Ben cut himself off when he noticed a familiar face here. Though it was one he didn't want like to see. "Vilgax. _Again._"

"I see the Omnitrix alerted you to my presence here," Vilgax said, drawing his sword.

"It appears that way," Azmuth said, appearing behind a rock. "For situations like this, I specifically asked for the Omnitrix to be transported separately."

_"Omnitrix cannot be removed by creator. Bonded wielder's agreement is required,"_ the Omnitrix said.

"Bonded?" Azmuth asked in a confused tone.

"Ask it later," Ben said before holding the Omnitrix out. "Fix it to where I can transform."

_"Omnitrix at source of Primus' danger. Dispel threat,"_ the Omnitrix said.

"Dispel..." Ben quickly dodged out of the way of one of Vilgax's swings by jumping away and onto a rock.

"Take out Vilgax, Ben Tennyson!" Azmuth exclaimed.

"Oh, it would be my pleasure," Ben said before dialing the Omnitrix and transforming into Rath.

With a powerful jump, Ben slammed his fist into the ground hard enough to break the ground at Vilgax's feet, who jumped over it with little effort. Then he fired a laser from his eyes, which was blocked by a mana shield.

Ben quickly turned into XLR8 and then immediately back to Rath once he built up enough speed, hitting Vilgax with a punch powerful enough to cause a small sonic boom even though Vilgax blocked it.

Turning intangible immediately after transforming into Big Chill, Ben wove around Vilgax's attempts to grab him with his gauntlet. Then he turned back to Rath and punched Vilgax hard enough to launch him into a stone wall.

"Let me tell you something Vilgax, Conqueror Of Ten Worlds! Rath will destroy you! Rath will hunt you down until the ends of the universe even though you're right in front of him! But Rath's going to make sure you won't be running anywhere else," Rath said, the sentence being spoken with a darker edge.

Vilgax tossed a rock at Ben before he could add anything further, but he only broke it to pieces with a single punch. Then jumped and twisted in midair to avoid Vilgax's slice, his foot already moving to kick Vilgax in the face.

The kick was followed by him grabbing Vilgax's shoulders and holding him in place so that he could headbutt the alien hard enough to break a bone in his face, breaking his fall by placing his knees over Vilgax's gut. Then it was followed up by a punch hard enough to crack the ground underneath them, Rath's claw sticking itself in one of Vilgax's tentacles.

"Argh!" Vilgax exclaimed before responding with a punch that send Ben flying, but he quickly transformed into Wildvine and wrapped his limbs around Vilgax, who was trying his best to pry them off.

"Did you think I was kidding when I said all bets were off the next time I saw you? I will make you pay for what you've done," Wildvine growled before ejecting spikes from his body. The Vilgaxian's armor couldn't be pierced by Wildvine's thorns, but parts of his face could.

"That is far easier said than done," Vilgax said, wiping away the blood from the holes in his face before firing tracking lasers from his eyes.

Making sure to drop grenades below him before transforming into Big Chill, Ben sunk into the ground to avoid the lasers and fly under Vilgax in order to freeze him.

This time squid alien was ready, and grabbed Ben by the throat with his gauntlet before he could make it out of the ground fully, channeling electricity into it while running in order to avoid the grenades. The electricity hurt badly, but Ben was more than used to pain by now.

"Neat trick. Now let me show you mine," Big Chill struggled out, his body twitching from the electricity.

Using the last bit of air in his lungs, Ben blew out a puff of breath that forced Vilgax to throw the teenager away from him in order to avoid any part of his body being frozen. He immediately came around with his sword to stab Ben, who turned intangible in order to avoid it.

In another flash of green, Ben was now Goop and moved towards Vilgax's face to stick to his face. But the alien only moved his head to where only his tentacles were caught, but those were immediately burned off with acid.

"Argh!" Vilgax roared angrily, holding the offended spot. Then he blasted away Goop's anti gravity projector with a quick laser blast. "You'll pay for that Tennyson!"

"This fight is only going to end one way. And I promise that ending isn't good for you," Goop said before transforming to Humungousaur and punching Vilgax in the gut hard enough for him to roughly hack out some blood before it was followed a punch to the face that sent him flying back. But he stopped himself from moving far by stabbing his sword in the ground.

Charging towards Vilgax while roaring, Ben knocked Vilgax's sword out of his hand when he raised it before going for a punch. This time, Vilgax grabbed it and went in for a punch of his own. That one was grabbed by Ben, and now the two of them were fighting to overpower the other.

The struggle didn't last long before Ben took Vilgax's feet from under him using his tail, and pinned him to the ground with his knees; pummeling him in the face like he was grinding meat. A little more blood coated his knuckles with every punch, but he was eventually halted when Vilgax managed to get an arm free and hit Ben in the face hard enough to stun him.

Then with a blast from his eye beams, Ben was sent flying back. But he immediately transformed into Spidermonkey to find his footing, his body twisting in order to avoid two more laser blasts that were sent his way while he was flying through the air.

Gwen and Kevin had just entered the mountain when they came across the sight of Vilgax and Ben fighting. Vilgax's face tentacles were almost completely burned away while his face was bruised and bleeding. But Ben looked completely untouched.

"So this is why we were teleported here? Vilgax again?" Kevin asked.

"I'm not surprised," Gwen said as both Vilgax and Ben traded blows to the face.

Whatever was fueling Ben was better than what was fueling Vilgax given how he practically ignored the hit, aiming rapid punches at Vilgax's chest and face. At the rate this fight was moving, it was nothing more than a bare knuckle brawl. And Ben was better than Vilgax in that regard.

"Wow, Tennyson's kicking his ass," Kevin said with a smile as the fight unfolded.

"Let's speed this up," Gwen said before moving out of cover and raising a glowing hand. "Ben! Duck!"

"I'll do you one better!" Ben exclaimed before grabbing Vilgax by the throat and jumping with him in his grasp.

Then he put the squid alien underneath him before using him to break his fall and as a launch pad when he landed, breaking a couple of bones in Vilgax's back in the process.

Gwen built up energized mana in her hands before releasing it in the form of an energy beam. Vilgax screamed from the power of it, charring him armor and dealing some damage through it.

With a hateful glare aimed at Gwen, his eyes lit up before firing a tracking laser at Gwen. In the process, he also dove at his sword Ben knocked away.

"Heads up!" Humungousaur exclaimed before creating a blade made out of mana to block the sword slash aimed at his neck when he charged at Vilgax.

Gwen raised a shield in front of her to block the laser, and it held against the powerful beam. But it was left severely cracked as a result.

"Enough of this," Humungousaur growled before pushing Vilgax back and transforming into Diamondhead.

Vilgax winced at the pain of his charred shoulder before ducking a swing from Kevin. Coming down with a swing, the Vilgaxian was surprised when Kevin suddenly came up with a flip kick that hit him in the broken bone in his face.

"Back up Kevin," Diamondhead said seriously, and the Osmosian wasted no time in complying.

By the time Vilgax turned around to face Ben, the diamond pillars that were raised above his head had already been dropped on his head.

Walking towards Vilgax while turning his right hand into a blade, the male Anodite approached Vilgax and put a boot on his pained shoulder. Both Gwen and Kevin watched Ben stand over Vilgax, waiting for the hammer to drop.

"This ends today," Diamondhead said, raising the blade over his head.

"Not today. Psyphon!" Vilgax exclaimed.

Before Ben could drop the blade, a large laser blast was fired on the ground just behind Vilgax. Then it changed into a white light that beamed Psyphon into the room.

Ben fired a hail of diamonds at him, which the alien blocked with a force field. Psyphon then responded with a laser that Diamondhead's skin couldn't deflect and was powerful enough to send him flying, but didn't seem to actually hurt him.

_"Guess all of Vilgax's lackies come prepared,"_ Diamondhead thought as he was getting to his feet.

"Time to go, my Lord," Psyphon said, blasting the diamonds off of Vilgax and helping him get underneath the ship's teleporter.

"Oh, no you don't!" Kevin exclaimed, running at them from the side. Psyphon was able to easily blast him back with a laser, sending him flying away from Vilgax and into a rock.

But his focus was not on Ben, who fired another volley of diamonds at Vilgax's head. Before they teleported away, Ben heard an impact. It might've hit Vilgax in the head. It might've hit him in his tentacle stumps. It could've hit him in the pinky toe for all he knew. But something told Ben that he wasn't successful in taking him out.

"Dammit," Diamondhead said, transforming back to an Anodite as he looked up at the hole that was blasted through the ceiling. Vilgax's ship disappeared the moment he looked at it.

"He got away. But it sounds like you got him," Kevin said, walking closer.

"I don't know what I hit, but I hope it hurt," Ben said before looking over to Azmuth's hiding spot. "It's safe to come out."

"You were planning to kill him?" Azmuth questioned.

"I would have if he didn't get away. You can't tell me you disapprove?" Ben asked with a raised brow.

"It's a logical decision," Azmuth said simply. Then he held out his hand. "Do you mind if I examine the Omnitrix?"

"Sure," Ben said before holding it out at Azmuth. The Galvin twisted the dial several times, but the watch stayed attached to Ben.

_"That function is not available. Omnitrix bound to wielder,"_ the Omnitrix said.

"I don't understand. I thought it was already bound to me," Ben said, looking at his hands.

"This is far different. Somehow, you permanently bonded the Omnitrix to you. Now it won't respond to anyone but you," Azmuth said, barely able to hide his surprise.

"How did I..."

"I'm... unsure," Azmuth admitted. When it came to his own inventions, the Galvin was never unsure about anything. So this was a first for him.

"Really?" all three teenagers said, sounding surprised.

"I have a guess, but no more than that," Azmuth said before starting.

"Better that than nothing," Ben said before Azmuth nodded.

"The Omnitrix was designed to recognize the importance of its power sources. Primus is important because it contains the DNA samples for all species within the Omnitrix. The bond it has with you is the same, but rather than being programmed, it made this bond all on its own," he explained, staring at the Omnitrix as if he had never seen it before. "Now it simply won't operate without you."

_"Won't? _Not_ can't? _I thought it would work for whoever wears it?" Ben asked.

"That is how I designed it, yes. Again, this is pure conjecture, but I think when you offered your energy to change the DNA of the Highbreed, the Omnitrix recognized your mana as an alternate power source. And now that it is used to being with you with it at all times, it will not operate without you," Azmuth explained as he nodded towards the straps made of mana. "I thought those were but a simple design change, but now I know that is not the case."

"But you used the words 'can't' and 'will not.' You make it sound like the watch is alive," Kevin said.

"In some ways, it is. When I made the Omnitrix, I wanted it to be able to adapt to any situation. Anything that it's wielder needed, it could provide. It could adapt to situations when necessary. It also learns and remembers - similar to an artificial intelligence entity. So in a way, yes. The Omnitrix is alive. But it is not a living being: something that has wants, needs, and desires. It simply... is," Azmuth explained.

"This is a lot to take in," Ben said while shaking his head.

"I'm sure it is. I don't really know the full ramifications of it myself. But one thing is certain. Whether I like it or not, the Omnitrix sees you as its true wielder," Azmuth said.

"I can feel mana in it," Ben said, his sense reaching within the watch. "It's so small, it's almost unnoticeable."

"It made an entire bond off a small bit of mana?" Gwen questioned.

"Mana does seem to have a real attachment to everything it comes in contact with," Kevin said idly, his eyes flicking back and forth at Ben and Gwen.

"You're right about that," Ben said before a small smile flitted across his face. "Well, at least I know the watch won't ever fall in the wrong hands. Not when it only works for me."

"An astute observation. But now there is work to do. I have to completely relocate Primus so that Vilgax cannot find it again," Azmuth said.

"Can you cloak it?" Ben asked.

"Sadly, no. The energy signals would interfere with the planet itself. And that's aside from the fact that making a cloaking device of that power would take months," Azmuth said in a despondent tone. "At least I know I have someone worthy enough to protect Primus."

"I'm always in the mood to deal with Vilgax," Ben said, looking back up at the spot Vilgax disappeared.

"Listen Ben Tennyson, if you insist on going down this path..."

"What? You mean killing him?" Ben asked in a flat tone.

"No person, human or alien, should see killing as a necessary act. Make no mistake. Taking a life _will_ change you," Azmuth said, putting his hands behind his back.

"I realize that. But if I don't do this, more innocent people will get hurt or die because of him," Ben said, his mouth a thin line. "Ten planets have fallen because of him. He would see you, me, my friends, and family all dead for the Omnitrix. He was the reason Ghostfreak got loose. He invaded my planet. He's hurt so many people and ruined so many lives. And that's not counting everything he's done in the past."

"I'm not trying to dissuade you. If others had the power to do it, I'm sure they would same thing in your position. Just make sure you are prepared for what comes after," Azmuth said. Even though he sounded as calm as if they were discussing any other topic, it sounded like a warning.

"I will. Thanks Azmuth," Ben said before walking away with the others behind him.

"And how do you propose to get back? Or are you a talented enough of an Anodite teleport the three of you across the galaxy?" Azmuth asked with a raised brow. Ben stopped in place before looking back at Azmuth with a sheepish expression on his face.

"Er... right," he said. Azmuth much preferred an expression such as this over the grim determination of killing that was very much unlike him.

"Smooth Tennyson," Kevin said, making Ben nudge his friend.

* * *

_"Another failed day,"_ Vilgax thought with a growl, sitting in a recovery tank to fix his injuries.

Before striking Primus, Vilgax had sent various threats to Earth to try and tire Tennyson and his team out. Though it seemed that a few days simply wasn't enough. Redoubling his efforts and wearing him down for longer seemed like a better idea. He needed the time to recover and plan anyway.

"Lord Vilgax. What shall we do with..."

"Strip the technology from his body, then incinerate him." Vilgax interrupted the robot with a dismissive tone.

"As you wish," the robot said before floating away. Then Vilgax's gaze traveled to the subject in question.

Psyphon was lying on the floor with several Diamondhead crystals protruding from his head. He was dead the moment they appeared in the ship. Had those crystals been aimed several inches to the right, his life would've been ended his life along with Psyphon's.

_"I live for a reason. But I cannot afford to fail a second time,"_ Vilgax said before walking off. _"Plans will need to be made if I am to succeed."_

* * *

A/N: Ok, this is me trying to add a little more explanation on the bond Ben has with the Omnitrix now. In canon, the watch always did what it wanted to. Many times, it transformed Ben into an alien he really did not care for, but it works out. Because the Omnitrix sees that situation needs that alien more. And it's often right. It's almost like it knows what's happening around Ben and coming up with a solution. And regardless of whether Ben agrees or not, he deals with it.

Something that makes decisions on its own is not something as simple as a machine. Because a machine would never make a decision like bonding itself to the wielder without the creator's permission. But at the same time, it's not something that develops feelings or anything that make it seem like its alive. It never diverts from its programming because it didn't like the decision or develops a personality or something like that. Something like this can't really be summed up in one word. The Omnitrix just... is. And it happens to be pretty brilliant.

Oh, yeah. Psyphon is dead, there's Bwen stuff, and Kevin's thinking about things. There's also that. More on that later.


	24. Chapter 24 - A Day Off

A/N: Has elements from the episode "Above and Beyond." Otherwise, it's a mostly unique chapter.

* * *

"Seriously? No one else can't do it?" Ben asked in an exasperated tone.

_"I would ask someone else if it was an option, but there aren't many Plumbers that would be able to push the Helpers to their limits without seriously hurting them. You're the only one who can pull that off,"_ Max said.

"Of course there is. Cause there's no one else who can do it. Everyone _always_ calls Ben Tennyson..." Ben muttered.

_"I'm sorry,"_ Max said, and his soft tone eased Ben's irritation.

"It's... it's alright. I'm just so busy lately. School. Anodite training. Practicing spells. Aliens. It's all starting to be a bit much," Ben said while rubbing his temples.

The increase in alien activity was annoying, but manageable up until this point. Now it was steadily getting worse. Whether it was bounty hunters, rogue aliens, or anything in between. All because of a gigantic bounty on Ben's head. He got that piece of info out of the Vreedle Brothers, who had come back to try and collect it. That worked about as well as their last visit.

_"Ben, if you want, I can reschedule this for another day,"_ Max offered.

"No. You've already set it up. There's no point in doing it later when we can get it done now. I'll tell Gwen and Kevin I'm going, we'll fly up there, and we'll get this done," Ben said, trying his hardest to keep his tone level.

_"This is one of the reasons why you took off the Omnitrix in the first place,"_ Max said with a sigh. _"I could call in some favors - get some Plumbers to..."_

"No. I'll hold together. I always do," Ben assured his grandpa.

The way Ben was talking spoke to Max on so many levels. It reminded him of the way he was back in his Plumber days and he was trying to prove himself. He got a lot done, but he pushed himself way too much. Just like his grandson was doing right now.

_"Ben, don't start trying to pull the wool over my eyes,"_ Max said sternly. _"Take it from someone who knows what it's like to take the job too seriously. If you don't take a break, you'll crack."_

"I'll be fine," Ben assured him. Max frowned on the other line before speaking.

_"I'll tell you what. We can handle the Helpers' training tomorrow. You will take the day off,"_ he concluded.

"Grandpa..."

_"No Ben. I don't want to hear it. This break will do you all some good. Verdona and Gwen will both be keeping an eye on you. If I hear you're not doing anything relaxing, then I will come down there myself and tie you to your bed. Got it?"_ Max said in an authoritative tone.

"I got it. But tying me to my bed of all things? I see you're taking that relaxation part a little too literal," Ben said in a dry tone, making his grandfather chuckle.

_"See? Sounds like you're feeling better already if you're making quips,"_ Max said, making Ben smile.

"Kinda. I guess I do need the break. Thanks Grandpa," he said warmly.

_"Anytime sport. That's what I'm here for. If any aliens__ pop up, me and the Helpers can handle it."_

"And if trouble finds me?" Ben asked, knowing that was likely to happen.

_"Take care of it like you usually do. But do _not_ go looking for it,"_ Max reminded him.

"I won't. See ya grandpa," Ben said before hanging up.

"You know, you should listen to your grandpa more often," Carl said, walking into Ben's room.

"I know. I've kinda got in my head that me, Gwen, and Kevin are the ones who have to watch over Earth. Even if that means pushing ourselves a bit," Ben said, lying back on his bed while rubbing his temples. "Even if it's been mostly me these past few days."

"It's scary. You look just like your grandpa after he was gone for days at a time. Tired and holding together with nothing but determination and a couple squirts of super glue," Carl said, looking at his son worriedly. "You said you used to do this all during your tenth summer?"

"It was nowhere this bad. It actually used to be a lot of fun," Ben said, smiling wistfully at the memories. "When it was just me, Gwen, and grandpa against the troublesome aliens or the reckless criminals."

"You thought stuff like that was fun?" Carl asked with raised eyebrows.

"I was a ten year old with the ability to transform into superpowered aliens and kick butt with them. What part of that _wouldn't_ be fun for a kid my age?" Ben asked with a grin, making his dad laugh.

"Point taken," Carl said with a laugh before ruffling Ben's hair. "I just don't want to see you grow up too fast."

"Little too late for that," Ben said as the door opened. In walked Gwen, and she did _not_ look happy. "Uh-oh."

"'Uh-oh' is right. Those glares on Tennyson women are never good," Carl said with a grin that was almost Anodite level.

"That, I know all too well," Ben said with a groan. "Grandpa called you, didn't you?"

"Right after he got off the phone with you," Gwen said, putting a hand on her hip as she stared at him. Carl noticed Ben shifted uneasily under her glare, and he couldn't help but feel a sense of deja vu.

Natalie had fixed his brother with that glare a time or two, and he practically wilted under its scrutiny. Apparently the gaze was hereditary.

"I'm going to leave you to him Gwen," Carl said in an amused tone.

"Some help you are dad," Ben hissed, a cheery wave being his only response before Carl walked out. "I suppose 'my bad' isn't going to cut it?"

"No. Y_ou_ Benjamin, are going to rest. Even if I have to tie you down," Gwen said, her glare on dropping slightly.

_"Ugh, she called me _Benjamin," Ben thought with a grimace before speaking out loud. "So you're my watcher now?

"You need one. Cause I know you'll find a way to get yourself into trouble regardless of whether you're exhausted or not," Gwen said, her glare shifting into a more disappointed expression. "I also blame myself. You've been taking care of way too many problems on your own, so it's little wonder you're exhausted."

"That was my decision, not yours," Ben reminded her.

"True. But I probably should've drawn the line at your twentieth, 'Don't worry about it guys. I'll take care of it,'" Gwen said with a sigh. "Butted in or something. Offered to do things myself. Which is likely going to end up happening for the day."

Actually, grandpa and the Helpers are taking care of the alien problems for the day, so we don't have to pay attention to the communicators," Ben told her.

"Good. Let's hope the aliens don't come straight to us. That'll defeat the whole purpose," Gwen said.

"Me too. But we've got an off day, so let's try and enjoy it," Ben said before standing up and stretching his limbs so that some of them cracked in a satisfying way. "So... what do you want to do?"

"You're supposed to be relaxing," Gwen reminded him.

"Yes. Relaxing. That entails an activity that doesn't give me any stress. It doesn't mean I have to bore myself," Ben said flatly.

"I could kick your butt at video games like I did when we were kids," Gwen said with a smirk.

"For the record, you did not kick my butt. You only won most of the time," Ben said, making Gwen snort. "Alright. Let me just get the console out of the closet."

Ben moved to his closet and pulled out the box that had his game console. But another box fell in the process of pulling it down, and he used a tendril from his head to catch it. This one was nearly twice as big as the box he initially pulled out.

"Whoops. I really gotta clear my closet out," Ben said as Gwen grabbed the box from his tendril. It read, "Memories."

"'Memories?' You have a memories box?" she said, sounding slightly amused.

"Of course I do. You don't go what we did without having stuff to remember it by," Ben said as he put the box back on the shelf.

"Let's go through it," Gwen said.

"Why? You were there for pretty much everything I've got in here," Ben said as he set the game console in front of his tv.

"That's exactly why I want to go through it. Come on. It'll be fun going down memory lane again," Gwen said gently with a smile on her face.

"Fine. Only real quick though," Ben said, grabbing the box and setting it on the floor. With a quick slide, Gwen had positioned herself next to him and was the first one to reach into the box.

"Let's see memory number one," she said as she pulled out a bunch of Hex's old stuff. "I remember this. This is the stuff you took off Hex. You gave me the lucky charm out of all this mess."

"Yeah. And it made me think the charm was working for you before you actually put it on," Ben said with a sigh. "That wasn't the most pleasant of days."

"Hey, good luck requires for someone to have bad luck. You were just the unlucky one," Gwen said with a laugh.

"Moving on," Ben said, moving the items to the side and digging through the box. He pulled out a metal helmet with metal horns coming out of it.

"You still have Animo's old transmodulator?" Gwen questioned.

"I'm amazed you still remember what it's called," Ben said.

"It's not a hard name to remember," Gwen said with a shrug. "That summer was the definition of insanity. What I had planned wouldn't have been anywhere near as exciting."

"That's cause you were a bit of a bore back then," Ben said with a chuckle.

"I..." Gwen stopped herself from finishing the sentence, and swallowed her pride. "Ok, yeah. Kind of."

"And now you've become a good mix of both fun and responsible. Sunny may not see it, but that's because she doesn't know you as well as I do," Ben said with a grin. That statement made Gwen smile widely.

"Thanks. I could say the same for you except you could've had a little less fun sometimes. Tutoring you was like trying to get a wild boar in its cage," Gwen said as Ben put the transmodulator back in the box. "Still is, as a matter of fact."

"You got me to do plenty of things after I took off the Omnitrix. Actually doing my homework. Learning karate. Changing socks more often..." Ben ticked off. "But you could not and probably will not ever get me to take school that seriously. You're the smart one. I just do me."

"You'll open up a lot more options for college if you do," Gwen mentioned.

"Why bother? With the way things are going, I don't ever see myself going to college," Ben said before looking out of the window.

"Why not?" Gwen asked with a frown. "If you really wanted, you could've attended my school and done great. Believe me. It opens up more options for you in the future."

"I'm not in the mood to talk about this. You wanted to play the game. Let's play," Ben said abruptly, his tone having an air of finality to it. Gwen frowned deeply as she looked the Omnitrix on Ben's wrist.

"You don't have to do this forever, you know," she said.

"Hmm?" Ben asked, not even facing her as he set up the game.

"This. What we're taking a break from doing. You're starting to lose yourself in it. Even if you don't or can't take off the Omnitrix, you don't always have to fight other people's battles," Gwen said.

"And it'll hardly make me feel any better if people get hurt because I could've done something, but didn't," Ben said.

"I'm not saying you have to stay on the sidelines. But whatever you decide to do, you don't have to make fighting aliens a central part of it. You can be more if you want," Gwen told him, grabbing one of his hands to get him to face her. "You've got a great mind and an even greater heart. The potential you have is endless. Don't waste it doing something you're not even sure you want to do forever. It's always good to have some options."

"I'll... think about it," Ben said, blushing slightly before pulling his hand back. Gwen seemed to notice and glanced away in embarrassment.

"Oh yeah. Here's that piece of Mount Rushmore I grabbed," Ben said abruptly, grabbing something out of the box.

"I'm not sure how many people realize that the Mount Rushmore they're looking at is a hologram," Gwen said, glad for the abrupt subject change.

"If that ever gets out, the government will be invaded by an army of angry tourists, demanding their money back," Ben said with a chuckle. "I think that was one of the craziest days days we've had."

"That and the new opposition we had that day. The so called 'Negative 10,'" Gwen said with an eye roll. "Such a creative group name."

"Not to mention the fact that I swallowed the Sub Energy and blew Mount Rushmore to pieces. There's also that," Ben added, putting the piece back in the box.

"I can't imagine eating such a powerful energy source tasted very good," Gwen said.

"Actually, it didn't really taste like anything. Upchuck doesn't have any taste buds, so everything I eat is just bland. Eating the Sub Energy was like eating an entire bag of hot chips if they had absolutely no taste to them. But it still sent my stomach reeling," Ben explained.

"So that's why you were in the bathroom for twenty minutes and warned us not to go in afterward," Gwen said with a snicker.

"I could hardly stand to be in there myself. What makes you think you all would want to?" Ben said with a grimace.

"Crapping out the remnants of a powerful energy source. Sounds like a behind the scenes episode of People vs Food," Gwen said with a chuckle before sticking a hand back in the box. And only ended up pulling out a smaller box. "What's this?"

"Oh, that's what I use to hold my pictures. I keep all the ones I like in there. Grandpa made us all copies of the stuff he took, remember?" Ben reminded her.

"Oh, right. Mine are in a digital picture frame as opposed to this," Gwen said as she looked through the pictures.

"Here's the one after we beat Hex. And us standing outside the remains of Mount Rushmore," Ben said, pointing to each picture in turn.

"I see this one managed to make it in here," Gwen said, holding their dance picture with two fingers.

"Of course it did. I... really enjoyed myself," Ben said with a soft smile.

"Me too," Gwen said with a smile of her own. "Dancing with you... it was fun."

She stared at the picture for a few moments before an idea immediately popped in her head.

"I've got a better idea than the video games," Gwen said, snapping her fingers in sudden realization.

"But it was your idea in the first place," Ben reminded her.

"I know. I know. But I've been practicing when I have time, and now's a great time to show off. Give me one second," Gwen said before teleporting away. After a minute or so, she came back with a tape in her hands. "Let's dance."

"Dancing?" Ben asked in a surprised tone. "You spent your free time on that?"

"Yes. Since I liked it and wanted to do more of it, I practiced on my own time. I would've joined a dance class, but with all of the aliens roaming around, it wasn't exactly something I'd be able to attend as much as I would want. And since your room has all this space, we have the room to do it. I even made a tape," Gwen said with a wide smile before grabbing both of his hands. "Come on hero. Let's throw down."

"Alright, but I want you to try one thing for me," Ben said, grinning as a bottle popped in his hand. "You have to drink some of this."

"What is it?" Gwen asked, eyeing the bottle warily.

"It's wine," Ben said simply.

"It's _what?_ Since when do you drink?" Gwen questioned, her tone full of disbelief.

"I don't 'drink.' At least if you're suggesting I go out and sneak a bottle out of liquor stores every other day. This is just something Sunny gave me," Ben said.

"That figures," Gwen said with an eye roll, making Ben chuckle.

"Just try it. I promise that you'll love it," he said, offering her the bottle. "If you don't like it, I won't ever bring it up again."

"I swear that girl's been a bad influence on you," Gwen said before grabbing the wine. She gave it a cautionary sniff, and only when she smelled nothing bad did she finally take a drink.

The effect was immediate - she could feel whatever was in the drink resonate with her mana. Every nerve of her body felt all tingly like an electric current was running through her. Not to mention it tasted like strawberry, which was always good.

"What is that? There's no way that's from Earth," Gwen asked while looking at the bottle. It had no label on it.

"Conductoid Wine. What'd you think? Good right?" Ben said, making the bottle disappear.

"Just don't make it a habit, or I will tell Aunt Sandra," Gwen said instead of answering his question.

"The bottle's almost full, and I've had it for over a week. I think I can restrain myself," Ben said with a chuckle.

"I'll take your word for it. And now you owe me a dance," Gwen said before walking over to Ben's radio and popping in the tape. An upbeat song immediately started playing.

"Alright. Then show me what you got," Ben said.

Gwen obliged by starting off the dance with a full spin, her feet already in motion the moment she came full circle. Ben couldn't help but smile as he started dancing with her. In those few seconds alone, he could tell the practice had been good for her. Gwen's movements were a lot more energetic and less hesitant than at the dance. And it was further exemplified as the dance continued.

"See? I told you," Gwen said proudly.

"You've definitely been practicing. Guess you found a way to be in control when you're dancing to faster songs," Ben said.

"That's part of it. A certain someone also taught me that being spontaneous is part of the fun," Gwen said with a grin as the first song ended and another started up. "Wanna go again?"

"Absolutely," Ben said,

Ben definitely didn't foresee spending his day off dancing with Gwen, but he didn't have any complaints. He knew he had great moves when it came to music like this, but Gwen being as good as she was now was a pleasant surprise. She could _move._

"Keep up," Gwen teased, her fingers gesturing him forward one by one. Ben smiled before obliging and keeping up with her movements, pulling off moves of his own.

They had spent a few minutes at distance before closing the gap, dancing while making sure not to break eye contact as if waiting for the other to slip up.

Gwen then took two steps back for some space - putting a hand on her hip and swiveled it to the beat, her free hand raised in the air and her feet moving across the floor like she was sliding. Her eyes were closed now, completely losing herself in the music.

Ben had slowed in his dancing, if only a little. His eyes were glued to Gwen; more interested in her dancing than his at the moment.

The song ended after a couple more minutes, and Gwen was smiling from ear to ear even after it ended. Though when she turned to look at Ben, she didn't expect to see him staring at her. There was a lot of intensity in his gaze, and it was hard not to turn away out of a sudden rise of embarrassment.

"What is it?" she asked, and Ben seemed to snap out of his daze. He immediately turned away, pulling at the collar of his shirt.

"Just something I thought about," he said softly.

"Well, try and stay away from the bad thoughts," Gwen said as she laid a hand on the radio player. "Again?"

"Yeah," Ben said with a nod as Gwen hit the play button.

The last thing Ben expected was for the music to suddenly go from fast to slow. He looked to Gwen with a questioning look on his face, and she gave him a small smile before holding her hand out.

Ben took it after a moment of hesitation, and they started slowly moving across the floor. Their hands were touching, but Ben avoided any eye contact.

"So uh, I won't be around tomorrow. Grandpa needs me to help train Pierce's group," he said to break the silence.

"Really? He didn't tell me anything about it," Gwen said.

"I was going to tell you, but then Grandpa ended up calling the whole thing off. We'll do it tomorrow though. The idea involves me pretending to be evil. Hopefully me overpowering them one at a time will force them to work as a team in order to beat me. You and Kevin have just have to pretend to be in a different galaxy so they can't just call you for help. We have to sell the idea so they take things seriously," Ben explained.

"How long will you be gone?" Gwen asked.

"Couple of hours. Maybe longer depending on how long it takes me to get them in order," Ben said before spinning her around with one hand.

"Can't sit still for more than one day, huh?" Gwen said with a rueful chuckle, resting her head against her cousin's shoulder. "Figures."

One Gwen's hands had ended up detaching itself from Ben's and had gone to his hip. Ben wasn't exactly sure where to put his now, but it ended up on the small of Gwen's back. Now the dance had slowed to a slow shuffle. their current positions not really making a waltz possible.

"Gwen?" Ben asked softly, causing Gwen to look up at him.

There was a new look in her eyes as looked at him. Something foreign, yet alluring to him. His mind was telling him to back away, but his body wouldn't cooperate. He was still trapped under that gaze. Now the dance had stopped completely - both cousins only looking at each other.

"I..." Gwen started, tucking a piece of hair behind her ear nervously.

"Tennyson!" a familiar voice shouted, and both Ben and Gwen froze. The moment had been broken and alarm had take a moment to set in before they stepped back like the other had suddenly become a thousand degrees. But the door had already been opened, and Kevin had seen them just before they broke apart.

The Osmosian was standing in the doorway looking between Ben and Gwen, who both looked about fidgety, nervous, and redder than Gwen's hair. His gaze then went to the music player that was still playing the slow song. It wasn't hard to figure out what was going.

"Hey Kevin," Ben said casually, shutting the music player off. "What brings you by?"

"Your grandpa told us we had the day off. I didn't have anything better to do, so I thought I'd come get you two," Kevin said slowly.

"Great. We can go somewhere. Let me go to the bathroom really fast. I'll be back," Ben said before heading out of the door.

Kevin watched him leave before turning to Gwen, who seemingly recovered. Even if she was nervously pushing her hair back while none of if was loose.

"Did I interrupt something?" Kevin asked with a raised brow.

"No. The dance was almost over anyway. Um... let's go wait for Ben," Gwen said, heading out of the door.

Kevin really wanted something cold to drink right now. He wished he had gone off to do something by himself for at least a few more minutes, because now he could see things had gotten seriously complicated. Way more than any fleeting suspicion could make him.

* * *

A/N: By the way, I decided this story was gonna be a Bwen from the beginning. And don't ask me how long this part took to write. I kept second guessing some parts I wrote, and I'm more happy with how this came out.

Anyway, the story is almost over, so there won't be much of it. The Ultimate Alien installment however, will be a completely different story. Yes, I'm covering that as well. Should be fun. Hope you enjoyed the chapter.


	25. Chapter 25 - Testing Day

A/N: Ok, now this _is_ based on the "Above and Beyond" episode. With some extra stuff near the end.

* * *

"Feeling better?" Max asked when Ben landed on the ground in front of him as Jetray.

"Way better. Thanks for getting me to take a break. It really was needed," Jetray said before transforming back into his Anodite body. Then he flashed his grandpa a grateful smile.

"When you've made the same mistake before, you know exactly how to fix it," Max said with a smile before pointing to the elevator. "Whenever you're ready, we can fly up to the Plumber base. My ship's just down below."

"Lead the way," Ben said as he followed his grandpa. Then he frowned. "By the way, calling Gwen was a low blow."

"Who else could get you to take a break and make you commit to it? I swear, that girl is the only one who can worm her way through your stubborn streak," Max said with a laugh.

"I guess she is, isn't she?" Ben said thoughtfully.

Max looked at his grandson out of the corner of his eye, wondering what his mind was on. He knew Ben was good at hiding what he was thinking from the rest of the world, but he could still figure out when something was bugging his grandson. And something definitely was. But if it was alien related, he wouldn't be so tight lipped.

"You want to talk about it?" Max asked in a knowing tone.

"No. This is something I need to handle myself," Ben told him with a shake of the head. "Besides, it isn't even a major problem yet."

"But it could be," Max said, and Ben hesitantly nodded. "You know you can come to me for anything, right?"

"I've always known that. But trust me. This is something I really need to figure out myself," Ben assured him.

"Stubborn as a Tennyson I see," Max said with a shake of the head. "Alright. I won't pry. But if it gets worse, go to _somebody._ Even if it's not me. Alright?"

"I promise," Ben said as they boarded the ship.

* * *

Ben was smiling to himself from the position he was sitting, barely able to keep still. The idea of pretending of the bad guy, even if it was under the guise of a training exercise had him pretty excited. Pierce and the others probably wouldn't see it that way after everything was said and done, but nothing would help a team get along better than dealing with an extremely deadly threat. And what was more deadly than being hunted by an evil Ben Tennyson?

_"You think you can handle this?"_ Max asked on the Omnitrix.

"Easily. Especially if they're as divided as you say they are," Ben said with his hands behind his head. "Once they learn that they're better together than they are divided, that's when they'll be a force to be reckoned with."

_"You would know, wouldn't you?"_ Max said. Ben was grinning, and he could tell his grandpa was as well.

"Of course I would," he said before craning his head towards one of the security cameras.

Helen had set of the motion sensors, and was heading towards the path he laid out fast. Max had given Ben his badge, and he planted it in a room with its distress signal activated. It was planned for them all to follow the signal together, but he expected only one Helper to show up. And it looked like he wouldn't be wrong.

"And it begins. Helen followed the signal by herself. Time for Evil Ben to take the stage," Ben said.

_"Roger,"_ Max said before turning off the call.

Soon after he did, he teleported into the room Helen was in, sitting on top of one of the crates with a smarmy smirk on his face as he retrieved the badge he planted. He planned on having fun with this whole bad guy thing.

"Max! It's Helen. We got your message," Helen exclaimed to the room as Ben hopped down from his spot quietly. Then kicked over a stack of crates that Helen swiftly dodged.

But by the time she looked behind them, Ben was already across the room and had killed the lights.

He then revealed himself by stepping out of the shadows, his glowing head the only indicator that someone was there.

"Ben?" Helen questioned nervously. Ben simply stepped out of the shadows, an evil smirk on his face as his hand was dialing the Omnitrix.

"Oh, it's not safe. Not for Grandpa Max. And not for you either," he said before slamming the dial and transforming into XLR8.

The flash of green hadn't even disappeared before Ben sped towards Helen and hit her in the face with a kick that knocked her down to the ground. Even with her quick reflexes, there was no way she was reacting to that.

"Ben? What's wrong with you?" Helen asked as she picked herself up off the ground.

"Oh, nothing much. Just a few Helpers that decided to stick their nose into family matters," XLR8 said before speeding towards Helen and stomping his foot at the spot she was a split second ago.

Helen quickly dashed towards Ben to launch an offensive of her own, but Ben turned around in an instant and he was able to easily deflect each of one of her attacks as if they were minor annoyances.

It was like someone hit the fast forward button on a movie fight scene with how fast they were moving. But Ben clearly had the advantage given how he dodged and blocked each of Helen's attacks with little effort.

"You're too slow!" XLR8 mocked with a cackle before hitting Helen with a kick to the face that sent her flying back.

Before she could even recover, Ben was already in front of her. She caught a savage looking grin on his face before her body was pelted with blows that only got more and more painful with each blow. Then, transforming back into his Anodite form, he grabbed the sides of her head before hitting her with a headbutt hard to drop her to her knees while stunning her. Holding his hands out at his side, Ben pressed his foot against her face and pushed forward until her head hit the ground. She was knocked out immediately.

_"I always wanted to try that,"_ Ben thought as he prodded Helen with a toe. _"Yeah, you're out cold._ _Next time, don't go off alone._" Then he disappeared in a flash of green light.

Helen stirred from her unconscious state when she felt Pierce shaking her, gingerly touching the spots on her chest that Ben punched. It still hurt, but by the looks of things, it didn't leave any lasting damage. Her head was killing her though.

_"Note to self. Never let him get close,"_ Helen thought as she looked to her teammates. "Guys, you're here."

"Are you ok Helen?" Pierce asked in a concerned tone, helping her to her feet.

"It was Ben. Something's wrong with him. He's..."

"He's toast!" Manny interrupted, tightly clenching a fist. "Which way did he go? I owe him a beating."

_"You don't stand a chance,"_ Ben thought with a smirk.

"I don't know, but... he couldn't have gotten far," Helen said, running off with Manny behind her.

_"I'm closer than you think,"_ Ben thought teasingly before pulling out Max's Plumber's badge. _"Since you want to keep splitting up, I guess I'll just have to keep wrecking ya."_

Pierce was the best leader and one of the smartest, if not the smartest person of the group. Which is why Ben didn't understand behind following Helen's suggestion and splitting up rather than stay together to handle goals they could accomplish better and faster as a team. He was supposed to be the one leading the team! And that includes the _whole_ team.

_"Time for me to help you learn,"_ Ben thought before teleporting away.

Ben then turned on the badge's signal, knowing someone would eventually piggyback on it. It helped that he could control the station's functions on the Omnitrix. This device was so much more than a way to kick butt. It also served as a map, communicator, control panel, and who knows what else.

Teleporting near Alan and Pierce's location, Ben bent his knees slightly before darting behind them quick enough to leave a rush of air. A rush of air that Alan heard and got him to turn around and stop while Pierce kept moving. Which is what Ben wanted.

"What was that?" the Pyronite asked.

_"It's too easy,"_ Ben thought, holding back a laugh as he shut the door behind Pierce. Then he teleported into the room Pierce was trapped in.

He knew Pierce was the most strategic out of all of his team members. And a fairly skilled fighter. But that still wouldn't change the outcome.

"Welcome," Ben greeted with a smirk, causing Pierce to look up at the spot he was perched at. The Anodite held up Max's Plumber's badge. "Looking for this?"

Pierce slowly backed away before making a run for the door, which closed as soon as he got close to it.

"You can't run from me Pierce," Ben said with a smile as he hopped down from his position. "Besides, it's about time I gave you that match I promised. No powers. Just full on fighting skill."

"Black belt or no, you're going down," Pierce said before charging at Ben. The Anodite in question only smirked before running forward to meet Pierce's challenge.

Pierce immediately started with a jump kick that Ben immediately shut down by grabbing his foot and slamming him into a machine. Then he kicked him in the stomach while he was down, sending him flying back several meters.

"Ben! Whatever's controlling you, you have to fight it!" Pierce exclaimed, holding his gut.

"Help me Pierce," Ben said, holding a hand on his skull while giving him a look of desperation. "I can't stop myself! You're my only hope!"

"What can I do to help?" Pierce asked as he approached Ben, but that only got him a kick in the face that sent him flying back.

Ben started cackling in a way that sounded evil while slightly giving away some of his genuine amusement. He couldn't believe that Pierce actually let his guard down. Maybe he had to rethink giving him the role as the smartest of the group.

"I can't believe you fell for that! Come on! you can't be _that_ gullible," Ben said with a loud laugh, holding his gut. Pierce suddenly looked at him with a hard expression, and the Anodite simply did a "come here" gesture.

Running forward, Pierce started with a roundhouse that Ben easily ducked followed by several kicks and punches that were deflected away from him with effortless hand movements.

"Try harder," Ben said before kicking Pierce in the knee to make him kneel. When he looked up, it was only in time to see Ben hit him with a forward flip kick that knocked him flat on his back. But Pierce quickly recovered by flipping backwards, his hands raised in a combat stance. His eyes widened when he saw Ben was already in his face the moment his feet touched the ground, punching him in the face before he even thought to come up with a defense.

_"How is he that fast? He just came out of a flip!"_ Pierce thought, shakily getting to his feet. Ben smirked evilly at him, and Pierce felt a little dread enter his gut. _"Even without his powers, he can handle me. What am I supposed to do?"_

"Still think you can take me by yourself, Pierce? I'll let you call a timeout if you need a break," Ben said, shaking his wrist like a boxer who just landed a good punch on someone.

"As if," Pierce said, swallowing his nervousness before charging forward. His first punch was deflected before it even made it halfway. Then his head was grabbed and pulled into Ben's knee. It left him dazed, and he knew he didn't have many options left.

_"Now or never!"_ he thought furiously.

Ben's next punch didn't quite make it before he felt several spikes impale themselves in his side. They definitely hurt, but it was something he could easily shake off. As evidenced by his ability to grab Pierce's fist when he aimed it at him. The team leader's look of shock only made Ben smirk wider.

"Using underhanded tactics to win! I like it. You could actually pose a threat one day if given the time," he said in an amused tone before headbutting Pierce in the face. Then, grabbing him by an arm and leg, Ben swung him around like he was dead weight before tossing him into a wall. Slowly and almost dramatically, Pierce fell to his knees before falling over unconscious.

_"It's like being attacked by a porcupine,"_ Ben thought as he removed Pierce's spikes from his body by raising his energized barrier. But it was only a minor pain. Anodites had really resilient bodies, and there was no way he would've tried a stunt like that with a human body.

Ben couldn't help but shake his head at the craziness of this situation. If he really was evil, both Helen and Pierce would've been dead by now. And with Manny's hotheaded attitude and Alan's inexperience, picking them off would've been an easy matter for any villain who was powerful enough to handle the Helpers he had already taken down.

And that was not a thought that sat right with Ben. He'd have to find some way to step it up.

* * *

It took all of Ben's self control not to bash his head against the wall in frustration. Helen had rushed off without her teammates. _Again._ It was almost as if the experience of getting her ass thoroughly kicked didn't help her realize that her odds would be better with her team to help her. None of them seemed to get that fact.

_"If it wasn't Manny's turn, you'd get another visit from me,"_ Ben thought before looking at the Teramand in question, who was looking around the room he walked into with a suspicious look.

"I know you're in here. Come out and show yourself. The others might be afraid of you, but I'm not scared of you," Manny said loudly.

"That's because the others are smarter than you," Ben said, causing Manny to up towards the sky. He managed to teleport in the air without Manny even noticing before he spoke. He was getting really good with that.

Immediately, Manny started opening fire towards the airborne Anodite. With an effortless wave of the hand, Ben raised a glass shield that easily held up against the lasers. Manny's response was to increase the amount of guns he was shooting and his firing rate, but it was obvious they weren't making a scratch on the shield.

"That's cute. My turn," Ben said before flying through his energy shield like it wasn't even there. He flew circles around Manny's gunfire before hitting him in the chest with a kick that sent him flying back. It also knocked his guns out of his hands, which Ben caught with a tendril for each of them.

"My blasters!" Manny exclaimed, holding out a hand as Ben tossed them to the side.

"You don't need them to take on little old me, do you?" the Anodite said with a grin that could make the devil look like an innocent little cupcake.

"Damn right I don't," Manny said before charging at Ben.

Holding his hands behind his back, Ben was able to dodge each and everyone of the punches that Manny sent at him. Mostly because they were coming in a way that was all too predictable and far too slow. Tetramands may have been strong, but they could also be fast. And Manny wasn't utilizing that because he was swinging too wildly out of anger.

"Just like Helen. Wasting my time because you're too slow," Ben said before jumping over Manny and kicking him in the back. Then he grabbed the Tetramand's foot with one of his tendrils before throwing him in the air.

Ben created a giant hammer made of mana that launched Manny into a wall with enough force to break through a foot of it.

The Helper was still shaking the stars out of his field of vision before he could feel a tendril on his neck that he grabbed with all four hands to try and break out of. Slowly but surely, it was working. But a blast to the face shut that down immediately, leaving him a stunned state.

"You're overmatched. You may as well lay down and give up to salvage what little pride you have," Ben mocked as he floated in front of Manny. The Tetramand couldn't even stand up properly.

"I can still beat you," Manny said in a dazed tone, which made Ben grin before giving the Helper a hard right hook that knocked him to the floor.

He didn't get up.

Ben snorted before teleporting away. He was keeping mental track of the time all of this was taking, and knew that there was only another hour before they failed the exam. They were all getting their butts handed to them so easily because they weren't willing to work together. And there was a big chance they still wouldn't by the time this was all over.

Helen sped through a room that opened when she got near it, immediately spotting Manny lying on the ground unconscious. There was a hole that was his size next to him as well.

"Huh?" Manny asked in a dazed tone when his partner shook him. "Oh. Hey Helen."

"Ben did this to you?" Helen asked.

"Lucky kick. Followed by a lucky throw, a lucky hammer slam, a lucky laser blast. And a lucky punch," Manny said, making Helen smile.

"I see," the Kineceleran said with a smile, knowing Manny just got his butt kicked. But she knew he'd sooner lose another one of his hands than admit that.

"Then it starts to get a little fuzzy. But there were several more pieces of luck involved," Manny said indignantly. But his attention was grabbed when they heard footsteps heading their way. "He's coming back. I'll hold him off. Run!"

"I'm not leaving you. Whatever happens, we'll do this together," Helen said firmly. Behind the shadows, Ben smiled.

_"That's what I'm looking for. Now, let's see if the rest of your team can figure it out,"_ he thought before teleporting away. Near Alan's location.

Ironically, the fire based Plumber's kid ended up near the greenhouses. It was a serious potential for disaster, but even if Ben couldn't put them out, the others would be willing to douse the fires. Hopefully it wouldn't be necessary.

"Hello? Anybody in here?" Alan called out. Ben flipped Max's Plumber's badge over in his hand before turning on the signal.

Moving swiftly, Ben quickly flew around Alan's gaze and maneuvered his way behind the Pyronite's back. And by the time he turned around, Alan was almost nose to nose with the Anodite. Ben knew he successfully scared the utter shit out of him, given the way he reeled back.

"Ben!" he exclaimed.

"Where are the others Alan?" Ben asked slowly.

"I-I-I... I'm not sure," Alan stuttered out.

"That's too bad. You should've stayed with them. You'd be safer," Ben said before dialing the Omnitrix and transforming. "Big Chill!"

Alan immediately started running when Ben shot ice in his direction, returning literal fire back at him with one hand. It wasn't hard for the Anodite to dodge the fireballs, Alan had to take cover to avoid being hit by it. And that spot was immediately deemed unsafe when Ben summoned a pillar of ice spikes underneath him, forcing the Pyronite to dodge away.

Soon after, ice and fire met in midair; struggling for dominance. But when Ben put extra effort into his lungs, he easily started to overpower Alan's fire and forced him to retreat again.

"What's the matter Alan?" Big Chill said mockingly as the Helper hid behind another tree. "Can't handle the cold?"

"The cold doesn't bother me," Alan said in a voice that sounded more confident than he felt.

Raising a wall of fire to block the incoming blasts of ice, his eyes widened when several of the blasts forced their way through the wall and knocked him down to the ground. It was nowhere near enough to douse his fire, but it certainly did hurt.

The Pyronite felt a quite a bit of panic fill him when he heard Ben cackle loudly. He was even throwing his head back, his hands open, and his legs spread out in a wide stance. It looked and sounded like a full on psychotic cackle.

Alan didn't care what anyone said. Necrofriggians were scary. And a Necrofriggian under the control of an evil Ben Tennyson was terrifying.

Ben could admit to himself that he was probably enjoying this a little too much. Big Chill cackling the way he was right now could probably give Hercules nightmares. But what was the point of playing a role if you didn't have fun with it?

"You're out of your league Alan," Big Chill said with a smirk. "You're the weakest one, and you know it. Your teammates know it too."

"Don't listen to him Alan," Helen said as she swung from a wire and hit Ben hard enough to knock him into a wall. "He's just trying to get in your head."

_"Of course I am. Because in this line of work, doubting yourself can get you killed,"_ Ben thought as he flew into the air and fired several ice blasts that Helen was easily able to avoid.

Glancing out of the corner of his eye, Ben was forced to evade to the side to dodge the blaster shots that Manny was firing at him. These type of lasers were specifically designed to ignore intangibility, which was more than useful against this transformation.

He flew away to try and get some space, but Pierce was already standing in front of him when he did.

"You had your chance Ben. You don't get another one," Pierce said as he took out two spikes and held them in front of his face.

Looking around him, it was all Ben could do to avoid smiling. They were all finally working together. And it made dealing with them using Big Chill far more difficult. But he really needed to push their teamwork more. And it couldn't be done here.

So instead of laughing genuinely, Ben chuckled in a way that was far more sinister before phasing through the floor. But he made sure not to go too far so he could still hear them.

"No!" Manny exclaimed, and Ben could hear blaster fire just above him. "I had him! I had him, and he got away!"

"No. _We_ had him," Pierce said, realization hitting him with the force of a brick. "Don't you see? Separately, we're no match for him. But together? Together we send him running."

_"Exactly,"_ Big Chill thought with a grin that still looked a little sinister. _"Now one final test, and we'll end this."_

Making his way to the main control room, Ben reverted back into his Anodite body before sitting in the chair. He made sure it was facing away from the door so he could turn around casually like bad guys did in a bunch of movies. Honestly, a lot of his actions and dialogue were pretty cliche, but that was part of what made this fun.

Ben soon started to hear footsteps approach from behind him, and he started smirking again.

"Took you long enough to get here. I was beginning to feel ignored," he said as he wheeled around with his fingers touching each other. It was 80s movies levels of cheesy, and he loved it.

"We already beat you once Ben. Maybe you should start running," Pierce said with a smirk. But that only made Ben's smirk widen as he rose from the chair.

"Get real Pierce. I've been ahead of you this entire time. I've outflanked you. I've overpowered you. And I haven't even been trying," he said, floating towards them with his hands behind his back. Then his tone suddenly darkened. "I warned you Helpers not to come here. And you'll pay the price for it."

Then, with a dial of the Omnitrix, Ben slammed the dial and transformed into Humungousaur. Given the looks of their faces, it was obvious none of them were prepared for this.

Stepping forward, Ben forced the entire group to scatter when his foot landed where they were standing previously. Pierce was sent flying from the force of his stomp, but Alan was still moving and firing fireballs that did little more than annoy him. But they served as a good distraction.

"Helen! I need a decoy!" Manny exclaimed.

"On it!" Helen exclaimed before running circles around Ben.

_"As if,"_ Ben thought, stopping her 'decoy' by using his tail to hit her while in the middle of her run. Helen knew how to move quickly, but she still didn't know when to slow down.

Manny started firing his blasters at Ben, and they hurt far less than Alan's fireballs did. With a growl of annoyance, he grabbed Manny before tossing him at Helen, who was still trying to get to her feet.

Ben charged forward while roaring loudly, forcing each of the Helpers to retreat in order to avoid being trampled underneath his feet.

"No!" Pierce exclaimed, stopping Manny from firing. "We do this together! Attack together and keep him off balance!"

In a twist of irony, Ben really did actually need to try harder to avoid being overwhelmed by the situation he was in. Alan summoned flames around him, which Helen fed by running circles around them. Manny smashed the ground underneath him in order to make him fall. And Pierce laid the ground underneath him with his spiked quills before he hit the ground. He could've easily transformed here and easily avoided all of their attacks, but since he was sticking to Humungousaur solely for this part of the exercise, he had no choice but take what was heading in his direction.

_"The moment this exercise is over, I'm sticking Pierce in the butt with a pin. See how he likes it,"_ Humungousaur thought before getting to his feet and charging towards the Helper in question. Ben specifically made sure to knock Pierce forward with his tail instead of to the side. Right near the airlock.

Ben attempted to grab Pierce, but he was able to avoid the attempt and position himself right in the airlock. He was practically spelling out the solution to beating him at this point. All they had to do was take advantage.

"Helen!" Pierce suddenly exclaimed before he was quickly carried wheeled out of the airlock. The moment that happened, the airlock opened and he felt himself being pulled into the vacuum of space. Of course, the pull was basically useless when he transformed into his Anodite body. They could move in space effortlessly.

_"They did it,"_ Ben thought with a smile as he continued to float there. He could see Alan staring at him through a small window before gasping in equal parts surprise and horror when he saw Ben grin at him. The fact that the smile seemed softer and more genuine did nothing to ease the Pyronite's anxieties.

"He's still out there!" Alan exclaimed.

"How?! He should be sucked into space by now!" Manny exclaimed in a tone full of disbelief.

"If I just had Humungousaur at my disposal, I would've been," Ben said as he teleported back in the room with his hands behind his back. "But that's not all I can do."

"Bring it then. We'll bust you up no matter which of your aliens you turn into," Manny said, his hands balled into fists.

"I think I've seen enough," Max said, walking out of a secret compartment. "And I'm proud to say that you all passed."

"Wait. Passed?" Pierce asked, his gaze darting between Ben and Max.

"This satellite isn't a storage facility. It's a training station," Ben said with a smile.

"This was all just a test?" Pierce questioned.

"The Ben being out of control and attacking me scenario was just a test," Max said.

"But... all of the crazy laughing, and..."

"I may have had a _little_ too much fun pretending to be the bad guy," Ben said with a laugh, which only got him stares of disbelief.

"He does that sometimes. I'm just glad me asking him for this favor unintentionally got him to unwind," Max said with a laugh of his own.

"So... how hard were you trying against us?" Pierce questioned.

"Let's just say if I actually meant to kill you, you'd be splattered all over this station," Ben told him offhandedly. Alan visibly paled while Helen and Manny exchanged wide eyed expressions.

"That's reassuring," Pierce said, blinking at the frankness of the statement.

"To be perfectly honest, we probably should've figured that out on our own. He beat me, you, and Manny when we were cut off from everyone else. If he really was evil, he would've killed us and Alan would've been alone in the greenhouses," Helen said, sounding significantly troubled by that conclusion.

"We would've been slaughtered," Manny said, taking a seat in a nearby chair. It was obvious he was taking it hard as well.

"It's a rough conclusion to reach, I know. But I'd rather you learn this lesson the hard way than the worst way. When you work as a team, you're all a hell of a lot harder to take down. Did you see how much better things went when you started to work together?" Ben questioned, getting nods from each Helper.

"That was the whole purpose of this exercise. To get you all to work together. Even if it involved taking some bumps and bruises," Max told them, his gaze deathly serious. "If you had been facing an opponent who actually meant to kill you working like you were, you would have died. And I would never send you into the field with that kind of mentality."

"Teamwork is one of the most powerful things you can have on your side. Take it from someone who leads a team now. When I was ten, I tried to do what you all did. I tried to do everything myself, thinking I was better and didn't need anyone. I was stupid," Ben said while shaking his head. "Separately, you may be fast, you may be strong, and all of those nice things. But without your team backing you up, you're a weak link. And you make them weaker as a result."

The Helpers were surprised by Ben's tone. It was odd to hear someone who was normally always confident and sure of himself sound so... humble. They didn't doubt for a second that he knew what he was talking about.

"We're not saying there won't be times where you'll have to fend for yourselves. There are times when things are going to come down to that. But you need to be with your team if possible. You can resolve an issue quicker together, which lowers the risk of failure," Max told them.

"Don't worry. That lesson has been well and truly learned," Helen said before rubbing her forehead. "By the way Ben, you have a hard head."

"Gwen tells me that a lot," Ben said with a chuckle before shaking his head. He had to keep his mind off Gwen.

"What about the airlock? Was that part of the plan?" Pierce asked.

"Yup. The point of that was to show you that not every enemy is going to be beaten in a straightforward way. You need to be resourceful; use what's around you, and work with your team to make victory possible," Ben said, his hands clasped behind his back. Then he smiled widely. "And you've proven that you can."

"Thanks to this exercise, you're all now more than capable of being a great team. Now I suggest putting that teamwork to the test to make the Plumbers proud," Max said with a smile.

"You mean we..." Alan trailed.

"Yup. You qualify for Plumber's Academy now. You pass, and you become official Plumbers," Ben said with a wide smile as each of the Helpers looked at each other in surprise.

"Did he just say Plumber's Academy?" Alan asked as if he could hardly believe it.

"We're going to become real Plumbers," Helen said with a wide smile on her face.

"Make me proud," Max said proudly as he stared at each of the Helpers.

"And don't go back to your old habits. Or I'll kick all of your butts for real," Ben said with a smirk. But this one was cocky instead of sinister, which put the Helpers more at ease.

"Bring it on. We're the best damn team on this side of the galaxy," Manny said, making Ben raise a challenging eyebrow.

_"He did _not_ just say that,"_ Max thought, an amused smile on his face as he looked at his grandson. The expression on his face was now Verdona levels of mischievous. _"Verdona, somehow you've made this boy's competitive nature even_ worse."

"Care to wager on that?" he asked, the Anodite Grin on his face in full force.

"Second best," Alan corrected quickly.

There was no way he was taking on Ben, Gwen, _and_ Kevin at the same time. It took all of their efforts just to keep _one_ of Ben's aliens under wraps. When he was going easy on them. Suddenly, he was even more glad that Ben was on their side.

"Good thing you've got him to avoid picking the wrong fights," Ben said with a laugh.

"We could take em," Manny said, looking to the side.

"We're much better now that we've learned to work together, but you seriously want to take on Ben, Gwen,_ and_ Kevin? The guys who took on Vilgax and the Highbreed?" Pierce asked.

"That's two Anodites, the Omnitrix, _and_ an Osmosian we'd be facing," Helen reminded him.

"Well, maybe the best after some practice," Manny said, rubbing the back of his head.

"And a lot of wishful thinking," Ben said in an amused tone, garnering a laugh from everyone except Manny. There wasn't a team on any side of the galaxy that could touch them.

"There is something else I would ask of all of you. It's not really an assignment, but more of a favor," Max said, looking to each of the Helpers in turn.

"Anything Max," Pierce said.

"Lately, there's been a lot of alien activity on Earth. Ben, Gwen, and Kevin have been pushing themselves hard to keep up with it - especially Ben. So, would you mind doing this grandfather a favor and take care of the Earth while they rest?" Max asked. Ben's head immediately snapped in his direction.

"Grandpa..."

"No, Ben. I don't want to hear a disagreement on this. It'll take a few days for them to even be called for their training. Not to mention we had this discussion just the other day. We had to postpone this whole thing because you had been pushing yourself too much," Max reminded his grandson.

"Yeah, we did, but..." Ben didn't really have a good argument that didn't involve him sounding dumb. And Gwen...

He stomped that thought before it got started.

"We'll do it. That is, unless any of you have any disagreements?" Pierce asked his group.

"Nope," Alan said.

"Not at all," Helen said.

"We can give him a break," Manny agreed with a nod.

"Thank you all. Then it's settled. I'll let you know when you'll be all ready to get to the academy," Max said with a warm smile.

Ben may have smiled and thanked them on the outside, but he was groaning in exasperation on the inside. Because despite his problems with being so busy, at least having so much work kept his mind off of Gwen. And he was having hard time doing that while they were just having conversation.

* * *

"Hey Kevin," Gwen said, causing the man to look up from washing his car.

"Hey. Ben still training the Helpers?" Kevin asked, returning his gaze to his car.

"Yeah. He did say he'd be gone for at least a few hours. They haven't exactly been quick learners so far," Gwen said, putting her hands behind her back.

"Better him than me," Kevin said, keeping his gaze on his car. "But I'm actually glad I got you alone. I wanted to ask you something."

"Oh," Gwen said awkwardly, as if she knew what he was going to talk about. "Look, if this is about the date, I..."

"Don't bother. I know you're not into me like that, and it's alright. I figured it out," Kevin said as he put the rag he used to wash his car back in the bucket.

"Oh," Gwen said with a small amount of surprise.

"Give me some credit. I can be smart sometimes," Kevin said with a smirk, making Gwen smile sheepishly.

"I know that. I'm sorry I didn't tell you myself. I just had no idea how to go about it," she said, rubbing the back of her head. "Makes me kind of glad you love to tackle every situation bluntly."

"That's how you cut the bullshit. But that's not the main thing I want to talk to you about," Kevin said before looking dead at Gwen, whose eyebrows rose from surprise. "There's something else."

"Alright. I'll all ears," Gwen said with a nod.

"Why did you go out with me? You weren't very interested in the idea. It took me a while to figure that part out, but I did. So why did you agree?" Kevin asked, busying himself by refilling his tire pressure.

"I..." Gwen cleared her throat before speaking. "I think it was because you were a good person and a good friend. I figured it wouldn't hurt to see how we would work... you know, together," Gwen explained somewhat awkwardly.

"Well, it's clear that bad boys aren't your type," Kevin pointed out.

"Plus, I'd probably be competing with your car more than anything," Gwen said with a laugh.

"Well, you do treat a car like you treat a woman," Kevin said with a smile, rubbing the roof of his car fondly. Gwen couldn't help but roll her eyes. "But I think as far as tastes go, Ben's more your speed."

"Ben?" Gwen asked, raising her eyebrows in surprise.

It took nearly all the mental control she had to avoid thinking about what happened when they started dancing. Something told her that incident was exactly why Kevin mentioned Ben in the first place.

"Well, you did go to your dance with him," Kevin brought up.

"You would've preferred I bother you?" Gwen managed to ask after a moment of silence.

"I've gotten to know you. You always go for the best thing available. Even if it won't be easy to get. It's just how you are. So if you really wanted to go with me, you would've strong armed me into it unless I was flat out against it. And I would've hated trying to prepare for it, but I wouldn't have said no," Kevin told her.

Gwen couldn't argue with that. If she wanted something, she always asked for it. Or worked to obtain it. It was the way she was.

"Why use Ben as a comparative tool?" she asked, getting back to the main point.

"Well, there aren't that many people that could date you and not want to run for the hills," Kevin said with a smirk, and Gwen rolled her eyes. "Well, either that, or you'd kick the crap out of them. But that's not my point."

"What _is_ your point?" Gwen questioned skeptically. They had been talking in circles a little too long.

"For the first time since I've known you, you've skirted around going after something you want," Kevin said, abandoning his car all together. He was looking dead at Gwen, and the gaze made her uncomfortable. It reminded her of those looks her parents gave her that made her feel like no matter her age, they could see right through her. And it was even more uncomfortable to see it on Kevin's face.

"Excuse me if this isn't very articulate... but huh?" Gwen asked in disbelief.

"You like Ben," Kevin said. His tone was as-a-matter-of-fact. As if his statement meant it summed up everything, and didn't need any further explanation.

"You started all this drama just to say something like that?" Gwen said with a laugh, hoping to pass the statement off as a joke.

It didn't work.

"Gwen, don't even try to pull that," Kevin said while shaking his head.

"Pull what?" Gwen asked with a raised brow.

"What you're doing now. That's not what I meant when I said it, and you know it. Sure it's not normal, but what we do for a living isn't normal," Kevin told her.

"You'd have more success trying to pull a To'kustar's arm off than getting her to confront this," Verdona suddenly said, appearing into the room.

Kevin's face flitted with annoyance, and Gwen was actually glad to see the more familiar expression on his face.

"I really wish you wouldn't do that," he said, making Verdona smile briefly.

"My daughters-in-law have said the same thing. I often do it anyway," she said before her expression softened. "If you wouldn't mind, I would like to talk to her alone, Kevin."

Kevin's eyebrows shot up in surprise at her actually saying his name correctly. Even then, some part of him was still hesitant to let Verdona anywhere near Gwen.

But this wasn't the same Verdona that they had met. This one had gotten back into Gwen and Ben's good graces by owning up to her mistakes and not expecting any forgiveness. This Verdona actually had Ben and Gwen's best interests at heart.

And right now, Gwen needed pushing from somebody to at least get her to realize what was going on. Not to mention Verdona would probably be able to get the point through to her faster than Kevin ever could. Besides, he didn't mind being able to avoid having this conversation with her. It was awkward enough for him as it was.

"Alright," Kevin said, causing Gwen to look at him in surprise. "You can handle this. Just avoid going overboard."

"Your definition of overboard is very different from mine, but I'll try my best," Verdona said with a nod before Kevin walked away. "Now..."

"Don't you start," Gwen warned.

"Start what? I was going to suggest a flight," Verdona said, causing her granddaughter to raise an eyebrow in suspicion. "What? Teleportation may have its uses, but it's not as fun as flying. Plus it also does an excellent job in clearing your head."

"My head doesn't need clearing," Gwen assured her.

"Really? So what happened when you and Benjamin danced does not occupy your thoughts?" Verdona asked, making Gwen's eyes widen by a fraction. "Oh, yes. I know about that."

"Not surprised you were keeping an eye on us again," Gwen said, sounding annoyed.

_"It's only now you seem displeased with that fact,"_ Verdona pointed out mentally before speaking out loud. "This time it was at Max's behest. I had plans to spend the day with him, actually."

"So why didn't you?" Gwen asked.

"Ben happened. Max told me about how he hasn't allowed himself to take many breaks. That he focuses on too many things at once without giving himself a reprieve. Reminds me a lot of him in his younger years," Verdona said, smiling briefly before turning serious again. "But in addition to calling you, he asked me to keep an eye on the two of you. Just in case trouble found him, regardless of whether or not he was trying to avoid it."

"Ben didn't know?" Gwen asked.

"He did. He probably just thought that it didn't matter, so it slipped his mind rather quickly. Besides, I doubt he expected for the day to progress as it did. There was certainly electricity in the air," Verdona said in an impartial tone. The statement still made Gwen blush from head to toe. "So... how about that flight, kiddo?"

"Fine. As long as we fly high enough to where no one will be able to see us," Gwen said before starting to fly in the air aimlessly. Verdona did the same, and was able to keep up with Gwen quite easily.

The first few minutes of the flight were silent. Gwen didn't say a word as she was flying aimlessly, and Verdona didn't push her. She wanted her granddaughter to incite the conversation once she got her thoughts in order. The fact that she hadn't denied anything so far said a lot. But getting her to talk about those things was a different story. Because on Earth, liking family romantically was considered a bad thing.

_"Another one of the many downfalls of her being raised on a planet such as this,"_ Verdona thought with annoyance. Anodites should be able to chase their desires and goals with no hindrance. No matter how bizarre or strange they were. Other alien species had far crazier traditions and wants than any Anodite ever had, this included.

"I don't understand it. I really don't," Gwen suddenly said, immediately capturing Verdona's attention. "This had just... happened."

"I don't believe that," Verdona said calmly.

"How can you tell me what I know?" Gwen snapped.

"Because falling for someone is not something 'just happens' when it comes to people like us Gwendolyn. This has been building up for a while now. Small things suddenly piling up to create something so big, that you can't ignore," Verdona told her calmly. "You won't think twice about a brush of the shoulders in one instance, or him lingering his hand on yours a second too long in another instance. But that moment you craved something a little more... wanted to be closer to him... it wasn't something small anymore, was it?"

Gwen closed her eyes and remembered when she had lain her head on Ben's shoulder while they were dancing. She didn't know why she had done it, but the moment she did, it was comfortable. And way too intimate to be normal.

"If I'm going to talk about this, I want to ask you something first," Gwen said, making Verdona nod. "What exactly is the whole idea behind Anodites sharing energy with each other? I know me and Ben started accidentally doing that before you taught us to control it, but never why."

"It doesn't quite mean what you might think. There's a reason I didn't think much of it when you first approached me about learning to control it," Verdona started. "When two Anodites naturally share energy, that means that the two are quite comfortable with being with each other. Parents are able to do it with their children when they take a more hands-on approach to their upbringing. After a long enough period, friends are able to do it with each other, and their friendships last lifetimes. And as you might initially think, yes. Spouses that love each other enough can do it as well."

"Of course you can deliberately share your energy with another Anodite even if you don't have a personal connection to them. That's how Anodites are able to save other dying Anodites when they've been attacked by energy draining aliens or something of the sort," Verdona finished.

"What's the difference?" Gwen asked, glad to focus her mind on a different subject.

"That technique is more clinical than anything. More distant. Sharing energy with friends, family or a loved one is not only more powerful, but it fills the other person with an emotional warmness that makes itself apparent in a physical way if the Anodite is in a body that is not their own. Even transferring energy purposefully cannot negate its feeling. And as a result, both Anodites share a power that would make any reasonable person run for their life if they do something against them," Verdona said before smiling. "I've only transferred energy like that with one other person, and that was my father."

"I've never heard you mention him," Gwen pointed out.

"Because he was killed by a Tekanite. They are a species with powers that are not unlike the one you call Darkstar," Verdona said, her smile disappearing. "Where as an Anodite's powers are vast and have many uses, a Tekanite's powers focus on the sole purpose of destruction and leeching. They are inherently dark and selfish; very rarely ever making a choice that would ever benefit someone besides themselves."

"That sounds like Darkstar alright," Gwen said sourly.

"He caught my father unawares. Drained him until he was nothing more than a husk," Verdona said angrily.

It was the kind of deep rooted anger that caused an Anodite's powers to flare. And that's exactly what was happening. Verdona's tendrils were flailing and her eyes were glowing brighter, but that was the extent of it. Nothing more. Seemingly due to restraint on her part.

"My relationship with my mother was strained, but we had no further reason to interact with each other after my father died. I haven't seen her since," Verdona finished, managing to calm down.

"That's... I'm sorry," Gwen said sympathetically.

"It's something you learn to live with. Anodites live long lives. It was one of the reasons why I insisted on breaking you free of your bodies. After all, what good is a parent who does not try and push you towards greater things? While your parents allowed you to make your own decision, Ben's... mother..." Verdona said with a pause, deciding to choose a different word. "...was not doing so. In fact, she was pushing him towards something that would've taken away his identity."

"I'm not saying it to justify what I did. It was wrong, and I know that. But my mother was so very much like his was. Pushing, but never towards advancement. Never towards greater things. To me, she made decisions that went against how an Anodite should've been raised. I saw too much of myself in Benjamin," Verdona said thoughtfully.

"But Aunt Sandra loves Ben. The only real reason she did all that stuff was because she worried about him," Gwen reminded her.

"I understand that. But the problem is that her actions towards him were not how an Anodite should be brought up. Having their decisions made for them. But while Sandra was not raised with Anodite upbringing, and can therefore be excused somewhat, my mother was. She knew what was expected of a mother of our race. And she made those decisions anyway," Verdona said before exhaling to calm herself down.

"I..." Gwen trailed, unable to look her grandmother in the eye. She did change the subject purposefully, but she didn't think it would lead to all of... this. "I'm sorry for making you talk about all this stuff. I just wanted..."

"Don't worry about it, Gwen," Verdona assured her granddaughter calmly. "Talking about it for once might do me some good. Besides, if I didn't feel comfortable talking about it with you, I would've said nothing and pushed the subject we flew up here to talk about. No one will hear what you say to me, and no one will ever find out from me if you don't want them to. I am very capable of keeping secrets. So I'd say I'm on of the best people to speak with about situations such as this."

It was a good thing flight had become such a mindless technique for Gwen at this point. Because if it was anything that required an immense amount of concentration, she would've plummeted towards the ground.

"Ok. Between us, right?" Gwen said, making Verdona nod. The younger Anodite sighed. "First off, why aren't you more freaked out about this?"

"You think people falling for members of their own family is something new in the universe? You really need to get out more Gwendolyn," Verdona said with a smile that would've eased Gwen's apprehensions had this been any other situation.

"That doesn't make it... right," Gwen said.

"Right has often changed definitions depending on who's using it. Besides, the two of you would make some beautiful babies together," Verdona teased, making Gwen flush a deep pink.

"This isn't something that should be laughed at! Like it's... normal!" Gwen exclaimed while coming to a complete halt. She looked extremely agitated. "I want to go back to the days when Ben was just family and not a boy."

"Well, Ben has grown to be a fine young man. You could've picked a far worse choice," Verdona said, her tone still infuriatingly calm.

"I picked my _cousin,"_ Gwen stressed.

"What does it matter?" Verdona questioned with an eyebrow raise.

"What does it..."

"You are an Anodite and a hero Gwendolyn," Verdona said, cutting off her statement immediately. "You saved the Earth and you sacrifice a lot for people who don't even realize it. So why should you let this planet's preconceived notions prevent you from chasing after the man you like? Even if it is a family member. For goodness sake, there are Plumbers who mate with other aliens. Tetramands. Pyrnoites. Your grandfather himself married me. If someone considers it ok to mate with an alien completely made out of fire, why not someone their own species? Never mind that person's from their family."

"Yeah. But good luck getting everyone else to see that way," Gwen said, looking away from her grandmother. She couldn't believe out of anyone she started to like romantically, it wound up being Ben.

"One way or another, someone will have to make the first move. Denying what you feel any longer will do yourself more harm than good," Verdona said, giving her granddaughter an encouraging look. "Just think about it."

Verdona teleported away almost immediately, and Gwen sighed. She had a lot of thinking to do.

* * *

A/N: I swear, I didn't mean for this to take so long, but I got lazy in editing it. But here it is! I decided to do "Above and Beyond" in Ben's perspective, and add a little something with Kevin and Verdona at the end here. We'll pick up soon enough. I'll see you all another time.


	26. Chapter 26 - Tackling Problems

A/N: Based on the "Vendetta" episode.

* * *

"Anything?" Ben asked.

_"You can stop checking in every two seconds, Ben. We've got this. You're the one who trained us, remember?"_ Pierce said, and Ben could tell he was grinning by his tone.

"More like I just helped you realize that it's better when all of you are working together instead of doing things on your own. Besides, I can't just ignore everything that's going on. I'm not used to it," he said.

_"I get that. But I promise we'll call you the moment there's anything we can't handle,"_ Pierce said.

"I'm holding you to that. I'll leave you to it then. I have to get back to studying trigonometry," Ben said, eyeing the textbook with no small amount of distaste. "It says something when I would prefer a day of aliens over this."

_"It can't be that bad,"_ Pierce said with a laugh.

"You don't take the subject," Ben said with a laugh of his own. "Later Pierce."

_"Later." _

Ben ended the call before blowing out a puff of breath and going back to his book. He considered calling Gwen to help him study, but that practically screamed "bad idea." It was bad enough he was having a hard time stopping her from popping up in his thoughts in the first place. Having her here would only be worse.

_"Probably wouldn't answer anyway,"_ Ben thought sullenly.

He hadn't seen hide nor hair of Gwen since Kevin caught them dancing. She was more than likely avoiding him, and honestly? He couldn't fault for it. He hadn't exactly been seeking her out lately either. Even thinking about dancing made his palms sweaty.

Slowly but surely, he was getting the answers. Math was never something you could straight up memorize. That was something he was really good at. Numbers? Not so much.

"Tennyson," Ben heard Kevin say, causing the Anodite to look up from his book. The Osmosian was standing in the doorway. "I need some information."

"What do you need to know?" Ben asked, closing the book while using a finger to hold the page.

"Some information on a creep named Ragnorak," Kevin said.

"Never heard of him. He rip you off or something?" Ben asked.

"Something like that. I just need to find him," Kevin said, and Ben noticed the seriousness on Kevin's face. Something that usually wasn't characteristic unless the situation called for it.

"I can help you find him. It sounds better than doing Trig," he said, setting the book face down.

"I didn't ask for that," Kevin told him.

"I know. But I'm offering it," Ben said with a smile.

"Forget it. I'll..." Kevin was cut off by Ben putting a hand on his arm, stopping him in his tracks. "Let me go Tennyson."

"No. Whatever this is, it sounds like it's serious business. And if it was just some random guy, you'd call me and Gwen and we'd go and kick this guy's butt. But you didn't. It sounds like this is personal," Ben said, his tone as serious as Kevin's expression.

"So what if it is? This is something I have to do," the Osmosian told him.

"Not alone. We're a team. And we always will be. If this guy did something to screw with you, we'll all be there to help you," Ben said, putting a supportive hand on Kevin's shoulder. Then his expression hardened. "I'm not taking no for an answer."

"No wonder Gwen likes you. You can be just as pushy as her sometimes," Kevin said, forcefully shrugging Ben's hand off his shoulder.

"Usually for all the right reasons. Now, if you can honestly tell me this guy isn't a big threat, I'll help you out with no questions asked. But if he is, I'm going to at least need some of the story," Ben told him.

Kevin closed his eyes, his expression flitting with a pain that Ben was familiar with. But then that pain hardened into an anger that was beyond anything he'd ever seen on Kevin's face.

"He's dangerous, alright. He murdered my dad," Kevin said, his voice grim. Ben's eyes widened before his eyes suddenly chilled to where they were resembled chips of ice.

"I'll get Gwen," he said seriously.

"No. I need to do this..."

_"No._ You don't. When I was looking at Vilgax or Ghostfreak, did you leave me alone, despite how angry I was? No. And I don't plan on starting a tradition where we turn our back on friends who need our help," Ben said seriously before his eyes met Kevin's. "I can kind of get what you're feeling right now. And I know you want to handle this yourself. But I'm not going to let this guy get the chance to kill you. You're my best friend. I don't want to spill more blood than I feel I have to, but Vilgax_ will_ have some company in Hell if things go bad."

Kevin held the eye contact for a moment before nodding. Ben immediately hit the communication option on his Omnitrix, tuning in to Gwen's Plumber's badge. And unlike most cases, Gwen took quite a bit of time to answer.

_"Yeah?"_ Gwen asked, her voice sounding raspy.

"Did you just wake up or something?" Ben asked.

_"No, I hit another stage of puberty and this is what I sound like now," _Gwen said sarcastically._ "What?"_

"We need your help with something. It's important," Ben said.

_"What is it?"_ Gwen asked.

"There's someone we got to catch. Name of Ragnorak. We want you with us before we go and look for him," Ben told her.

_"What about the Helpers? Shouldn't they be watching Earth?"_ Gwen asked.

"Would I be asking you otherwise?" Ben questioned, and he could hear Gwen huff in an annoyed fashion.

_"Give me a few minutes," she_ said before abruptly hanging up.

"She's in a mood today," Ben said with a frown.

"Wonder why?" Kevin said, and either Ben didn't notice the sarcasm in his tone or ignored it. He was banking on the second one. "Whatever. Why didn't you tell her the situation?"

"That's your choice for her to know. Not mine. If you want me to keep it a secret, I will," Ben told him.

"No. She ought to know what she's getting herself into. Besides, she'd eventually pry it out of you," Kevin said with a small smirk of amusement. But it didn't take long for him to sober up. "When we find this guy, you let me take care of him myself. Don't you dare jump in."

"If you don't need our help, yeah. But if you get into trouble, we're stepping in. That _is_ the whole point us coming along after all," Ben told him before a flash of pink signaled Gwen's arrival. "Hey."

"Hey," Gwen said idly, her gaze directed at Kevin. She hadn't even glanced at Ben yet.

_"Guess I'm not the only one who feels awkward about this,"_ Ben thought sourly.

"Who are we looking for?" Gwen asked. Kevin looked hesitant to say it again, so Ben decided to step in.

"Some guy named Ragnorak. An old criminal. And the guy who killed Kevin's dad," he said in a grim tone, causing Gwen's eyes to widen.

"Oh, my God. Are you..."

"I'll be fine as soon once we find him. Anyway, the first place he visited when he came to Earth was my mom's house. He ransacked the place like he was looking for something," Kevin explained.

"So he's trying to find something that your dad had. Alright. It'll be easier to find him if we can figure out what he's looking for. Do you know of anything your dad might have wanted to keep secret? Some old Plumber tech or something?" Gwen asked.

" of this happened a long time ago, and even my mom doesn't know what he wants," Kevin said.

"Well, whatever it is, it's safe to assume we don't want him to find it. So let's try and think ahead of him. Is there anything your dad owned? A garage, a safe, a locker... something?" Ben asked.

"A storage facility on the other side of town," Kevin said, suddenly perking up. Then he immediately stalked off outside. "Come on."

* * *

The first clue the storage facility was the right place were the sounds of things being thrown across the room violently. Kevin's face suddenly hardened the moment they got close; his expression resembling that of stone.

"Ready?" Ben asked.

Kevin didn't even respond verbally. Just walked out of their hiding spot to approach Ragnorak.

"Where is it Plumber? Where did you hide it?" they could hear Ragnorak mumbling.

"What difference does it make? You'll never get to use it," Kevin said with a look of pure loathing. Gwen and Ben approached on either side of him, their arms crossed as they stared at Ragnorak with hard expressions.

"You're an Osmosian, yes? Who are you?" Ragnorak asked, narrowing his eyes before turning his gaze onto Ben. "And an Anodite?"

"My name is Kevin Ethan Levin. You killed my father. Prepare to die," Kevin said, absorbing the ground underneath him before turning his hands into a hammer and spiked mace respectively. Ben, meanwhile, was raising an eyebrow at Kevin's words.

"Did he just..."

"Yes, he did. But I don't think he ever saw that movie. Let's just..." Gwen quickly glanced at Ben when he stopped her from moving forward.

"I promised I'd let him take him alone if he could handle it. We only jump in if he can't handle it," he told her.

"That sounds like a terrible idea," Gwen said with a frown.

"Can't say it's not the first one I've had," Ben said, and Gwen immediately turned away from him. "That is... I mean..."

Ben immediately stopped himself from saying another word, resisting the urge to hit himself in the head. Now was definitely not that time for this.

Kevin rushed Ragnorak, and the gray skinned alien ducked under one of Kevin's swings before smashing his face into the wall. The blow did little to stop Kevin before he retaliated by swinging his mace into Ragnorak's gut, causing the gray skinned alien to bend over in pain. Then, winding his hand back, Kevin sent the alien flying through the garage door with a blow from his hammer hand that was powerful enough to break a normal person's jaw.

"See? He's got this," Ben assured Gwen.

"Yeah. Maybe the fight..." she trailed, staring at Kevin with a concerned expression on her face. The anger on his face resembled Ben's expression when he fought Vilgax. It was the kind of hatred that could turn good people into monsters.

Though Kevin's advantage in the fight didn't last long. Ragnorak rose up almost immediately being sent crashing through the garage door. He dodged two of Kevin's blows and punched him in the stomach to wind him before grabbing his head and slamming him into the ground.

"So. The Plumber's spawn before I eliminated him. Then you can tell me where to find my key," Ragnorak said, speaking directly into Kevin's ear.

"Eat dirt murderer," Kevin said angrily before maneuvering his foot to sweep Ragnorak's legs from under him. Then immediately got to his feet before absorbing the steel from the garage door, turning his right hand into a long blade.

Before he could stab him though, Ragnorak fired a yellow energy blast from his hands that sent Kevin flying. Gwen quickly created a mana barrier that resembled a cushion to stop him from flying any further. But it was clear the Osmosian was not grateful for the help.

"Stay out of this Gwen!" Kevin yelled before charging back at Ragnorak, dodging the blasts the alien was sending his way.

"We can't just stay here and do nothing! He needs our help!" Gwen exclaimed, looking to Ben.

"Not yet he doesn't," he said, keeping an eye on the fight critically.

"We're a team and his friends. We should be helping him," Gwen insisted.

"We _are_ helping him by letting him have this. And until..." Ben cut himself off when Kevin started flying through the air, failing to get to his feet immediately when he hit the ground. "That's our cue."

"Oh, so _now_ you want to help," Gwen said in an annoyed tone before blasting Ragnorak in the back with a blast that sent him flying. Ben teleported in front of Ragnorak and kicked him in the face while he was in midair. But the criminal recovered by flipping and landing on his feet.

"And here I thought you wanted to send your friend to his doom," Ragnorak said before aiming a blast at Ben that the Anodite blocked with a shield.

Gwen flipped over Ragnorak and kicked one of his legs to make him kneel before kicking him in the back, immediately hitting him with an energized mana blast that blasted a hole through his shoulder.

"Insolent little child," Ragnorak snarled before rapidly firing yellow energy blasts that Gwen blocked by projecting a shield in front of her.

"Kevin!" Ben exclaimed, causing Ragnorak to wheel around. But it was already too late.

With an angry yell, Kevin caught Ragnorak with two punches across the face the moment he turned around. Then with a hard knee to the elbow, he broke the gray skinned alien's arm and stomped on his knee to force him to kneel.

Ragnorak immediately attempted for an uppercut the moment his good knee hit the ground, but Kevin stopped that cold by bringing his elbow down on Ragnorak's fist, breaking his middle finger and hitting him with an uppercut of his own that knocked the alien on his back and broke a few teeth. This time, he stayed down while clutching his broken arm.

"Thanks," Kevin said to Ben and Gwen before looking down at the injured Ragnorak. Then he turned his hand into something that resembled a machete. "Now for what I came here to do."

"Kevin, wait," Gwen said, putting a hand on his arm.

"Please listen. I know..." Kevin immediately shut any sentence Ragnorak was about to say up by kicking him in his mouth. And broke the last of his teeth with a second hard stomp.

"Don't you dare say a word, you son of a bitch. You don't deserve the mercy you're trying to beg for," Kevin spat at him before turning back to Gwen. "And do you really think you can talk me out of this? I'm not Ben, who you can sway with a few soft spoken words. I know I won't regret doing this."

"How do you know? If you've..." Gwen slowly trailed off when she saw the unyielding look in Kevin's eye.

"I told you a long time ago. There are some things that you don't know about me. And that's why..." Kevin trailed before swinging his hand blade horizontally, cleanly cutting off Ragnorak's head. "...I don't feel bad doing that."

Gwen grimaced and looked away while Ben watched the action with a grim expression on his face. One day, that was something he'd have to do to Vilgax. Hit him in a way that the alien couldn't come back from. And he couldn't really say that he was looking forward to it. Not one bit.

"Is that what you really want to do to Vilgax? Something like that?" Gwen suddenly shot at Ben, who was caught off guard.

"No. I don't want to. But it's something I have to do. Or Earth will never be rid of him," Ben said, putting his hand in his pocket.

Gwen fixed him with a look that was equal parts anger and concern. Then she teleported away immediately, not even bothering to respond to his statement.

"She doesn't understand," Ben said, looking down at the ground.

"She doesn't_ want_ to understand. Talking about doing it is one thing. Seeing it is completely different. And doing it is worse than all of them combined," Kevin said grimly as the metal fell off his body. Blood still stained his hand and shirt.

"How many people have you killed?" Ben asked.

"Just one. It happened back in the Null Void when I still looked like all of your old aliens mixed together. Some Teramand was picking a fight with me. It didn't really matter that I looked like some science experiment gone wrong. All he saw was a kid who looked like a freak, and needed to know who was in charge," Kevin said distastefully.

"You know me. I didn't really take well to that. And him being a Teramand made me feel like I could, at least in my mind, beat you down for trapping me in that hellhole. So I attacked him after he tried 'asserting his dominance.' I used my speed and hit him with a punch that sent him flying. When I fired Diamondhead crystals at him right after, I expected him to dodge. You always did. I had to move fast, or I was going to lose. Again."

"Only, that guy wasn't you. He was some thug who wasn't even a fraction of the fighter you were. Even at ten. And because of that, he didn't dodge the crystals I sent and they hit him in the throat and chest the moment he hit the ground. I had never seen so much blood before... I was too surprised to even think about helping him. No one else cared enough to bother, so he wound up choking on his own blood."

Kevin told the story with a detachment in his tone that wasn't very characteristic of him. Ben looked to the side, processing the story he was told.

"How bad is it? The aftermath?" he asked.

"You're gonna think about it a lot. You're probably going to hate yourself for doing it a few times. But give it enough time, and it won't really bother you anymore. Nowhere near as much as the first couple of weeks, I'll tell you that," Kevin explained. "Besides, I only ended up killing some guy who picked a fight he shouldn't have and not some innocent person. That alone made it ten times easier to live with. But even considering all of that, even considering how much Vilgax majorly deserves what's coming to him, you'll still change. You may not want to, but you will."

"I know you're tough enough to handle the aftermath. The only question is how long it'll take for you to come to terms with it," Kevin finished.

"I don't know. Looking at it now... it doesn't seem like as good of an idea as it was before. Once it happens, a line will have been crossed. One I can't uncross. Not to mention that look on Gwen's face..." Ben trailed, recalling the grimace on her face before she looked away. "I know things won't be the same with us once I have blood on my hands."

"Things will definitely be different, but if we're being honest Tennyson, she'll never hate you for it. She loves you too much for that," Kevin told him.

"Yeah, I guess you've got a point there. We've been through just about everything together," Ben said, looking to the sky thoughtfully.

"That's not what I meant. I meant, that she _loves_ you," Kevin said, emphasizing the word.

"You literally just said that. What's the point of saying it again?" Ben asked. Kevin was about two seconds away from smacking his friend upside the head with a hammer.

"Oh, for crying out loud... I'm talking about dating like! You know? Similar to the way you wanted to date that Julie girl, but you know... more intense?" Kevin said rhetorically.

Ben froze before looking at Kevin like he was crazy. Then that look changed into one of confusion. Which finally settled on amused. Kevin didn't even smile.

"If that's your idea of a joke, I've definitely heard better," Ben said with a grin.

"I'm _not_ joking Tennyson," Kevin said in a serious tone.

"Good. Cause it wasn't funny," Ben said, his grin disappearing as he put a hand on his forehead. He paced back and forth for several seconds before stopping. "This is about the day you caught us dancing, isn't it?"

"Believe me. Seeing that was just the last few nails in the coffin. So believe me when I say that I know you both have a thing for each other. And don't even try to say it isn't love. You both admitted you loved each other before. It just wasn't romanticized before," Kevin said, and Ben's purple skin started glowing green out of embarrassment. Something that Kevin had only seen once.

"Just say I believe you for one second. You may be sure about me, but how can you say the same for Gwen?" Ben asked.

"For one, she's not much more subtle than you. You just have a penchant for ignoring the obvious when it comes to her. But if you don't want to take my word for it, your grandma probably got it out of her, so you can always talk to her," Kevin said.

"Wait, how does Verdona fit into this?" Ben asked with raised eyebrows.

"Because she knows Gwen loves you. You two are good at hiding that fact from the rest of the world, and refuse to acknowledge it to each other regardless of it staring you in the face, but not that's not gonna fly with me," Kevin said before starting to tick off with his fingers. "You're always touching. You grin like an idiot when she calls you hero. Gwen could've gone with any guy to go to her dance, and she chose you..."

"I was her last option, and you know it," Ben said, but it sounded like a lie the moment it came out of his lips. Kevin snorted.

"Yeah. It might've been able to slide when she first said it. Now? Not a chance. She has eyes for you and you alone. And neither of you are going to do anything about it unless someone gives you a kick in the ass. Well, consider me your ass kicker," Kevin said with a small smirk.

"I don't..." Ben started, but his head jerked back from the impact that just landed on his nose. "Did you just hit me?"

"Yeah. I did. Cause you definitely need it if you're attempting to even argue the point," Kevin said while rubbing his temples. "Plus it makes me feel a little better. This whole thing with you and Gwen has made me want to stick my head in the ground and pretend like I never knew a thing."

"Oh. Right," Ben said, rubbing the back of his head. Kevin_ did_ come to him asking for advice on asking Gwen out. And now... _this_ was going on.

"Look Tennyson. I like Gwen. I may not have the unknowing, devoted love that's straight out of movies and books like you do, but I think she's damned amazing. She's smart, pretty, and got one of the biggest hearts I've ever seen. She believes in people. She believed in _me_ when she had no reason to. Things I'm sure that you're more than aware of. So there's a chance I got a_ little_ upset when I realized that I lost to her damn cousin," Kevin explained as he started to pace. He tried to stop himself from sounding bitter while saying it, but he was not successful.

"That is..."

"Let me finish Tennyson," Kevin said with an irritated scowl. Ben raised his hands in surrender before remaining silent.

"Thank you. Now, while that fact_ was_ difficult to swallow, you two are my friends. The first true ones I've had in a long time. So I can be happy for the both of you, because I know the two of you deserve it," Kevin said, taking a deep breath to calm himself down for the next sentence. "My problem is neither of you will do anything about it. I've never known either of you two keep secrets from each other. And the one you're keeping now is the one most likely to screw you over. So I suggest you grow a pair and go over there and talk to her."

"It's not that simple," Ben said, unable to make eye contact with Kevin.

"Sure it is. Just go over to Gwen's house, lead her to a private spot and say, "Hi Gwen. I love you. Do you want to go out sometime?'" Kevin said in a reasonable imitation of Ben's voice. "She'll say yes, you kiss, and you start going out."

"It's not as easy as you're making it sound!" Ben yelled, putting a hand on his forehead. Then he started to rapidly pace back and forth, but it only made him more restless instead of calming him down.

"Tennyson, easy has never been a word any of us could use to describe our lives. You love her and like her enough to date her. That's all there is to it. Do you need more evidence than what I gave you?" Kevin told him before ticking off his fingers again. "Until recently, you two are always smiling when you're around each other. You go to each other for _literally_ everything. And do I even have to mention that dance photo? Now that I think about it, the both of you looked so_ cozy."_

"Shut it!" Ben growled, balling his hands into fists.

"No. Not until you do something about it," Kevin said calmly, jabbing a finger into his friend's chest. "Because if you don't, it's just a waste. Besides, Ben Tennyson isn't supposed to be afraid of anything."

"I don't who told you that crap, because I am definitely _not_ fearless," Ben said while gripping his hair. "Do you have any idea what it's like trying to come to terms with this? The fact that the smart, kind, and beautiful girl you want to date is your cousin?! How do you deal with something like that?"

"By facing it. It'll either turn out good, or it won't. No sense waiting around. But Gwen clearly doesn't want to talk about it right now considering how, contrary to most days, she barely even spoke to you today. So that's why you have to take the initiative here," Kevin told him in an as-a-matter-of-fact tone.

"Kevin, I can't do this," Ben said, shaking his head.

"No, you _won't_ do it. Because you're scared when you shouldn't be. You wanted a girl you didn't have to hide your secret from? One who could take care of herself against aliens? Well, Gwen fits that bill more than anyone I can think of. And as for what happens when people find out, why should you care? Your family will learn to be happy for you. It'll definitely be weird for them, but I know they'd eventually get used to it."

Ben was silent, so Kevin continued to talk.

"Look, you're a good guy. You kick ass, take names, and protect people. All without expecting anything in return. You've got your problems, but _everyone_ has problems. They're lying if they say they don't," he said, crossing his arms. "If people say you can't date your cousin while there are actual human people out there that screw aliens with four arms, run at blinding speeds, glow in the dark, and are _on fire,_ then give them the finger and do it anyway."

Ben cared for Gwen for a long time. He'd do just about anything to protect her. He didn't know when his feelings for her turned into... this, but the reality that they did was painfully real. And right now, the main obstacle blocking him tackling the situation head on was himself. Because he was afraid of the consequences. But overcoming fear was what made him into the hero that he was in the first place.

"It's not gonna be easy," Ben said, plopping on the ground with an ungraceful fall backwards.

"No. But do you think it's worth it?" Kevin questioned.

"Yeah. No doubt about it," Ben said with no hesitation before looking up at Kevin. "I got a question."

"Shoot," Kevin said.

"How the hell did you of all people get so damn wise?" Ben questioned, and Kevin looked surprised for a moment before laughing loudly. After a few moments, Ben joined in with laughter almost as loud. Both of them kept laughing until tears came to their eyes.

"That shouldn't be as funny as it was, but... my mom said something about people learning from old experiences naturally become wiser. Guess she wasn't wrong about that," Kevin said with a shrug.

"I'd say she was right. You've certainly come a long way since we were eleven," Ben said with a smile.

"Damn right. I'm glad I ended up getting my life together. And I'm even more glad I had you guys to help me," Kevin said sincerely.

"I'm glad we decided to trust you. But right now, I should be the one thanking you. You didn't have to do this," Ben said gratefully.

"No I didn't. But I figured you'd need the push. You're a little less stubborn than Gwen, so I figured I could probably get through to you. I'm just glad it's over with it," Kevin said, plopping down next to him with a similar lack of grace.

"And, you know. Um... sorry about Gwen," Ben said awkwardly. "I didn't..."

"Save it Tennyson. I'm not upset. It's not like it's something you tried to do. Plus the way I figure, she was always yours. Whether anyone realized it or not. So I had already missed my chance. So I can deal," Kevin said, putting his hands behind his head.

"Still. You have to deal with that and this whole Ragnorak business. The fact that you're still holding together like nothing's wrong is nothing short of amazing," Ben said.

"Hey, it may look like nothing's wrong, but the thoughts swirling around in my head make me want to crawl into a bottle of something with a lot of alcohol in it. Or at least a really good smoothie," Kevin said, making Ben smile. Then he pointed an accusatory finger at Ben. "I blame you for that second one."

"But it is something I can readily help you get. So how about some Mister Smoothy's? It's on me," Ben offered.

"I'm going to empty your pockets Tennyson," Kevin said with a grin before getting to his feet and dusting himself off before offering a hand to Ben. The Anodite took it and Kevin easily hoisted him to his feet.

"Never in a million years would I have imagined that I'd be friends with Kevin Levin. I'm sure if our younger selves could see us now, they'd faint from disbelief," Ben said with a grin.

"You maybe. I'd probably try to kill the both of us, and I'd yell at him to grow up," Kevin said with a laugh.

"If that happened, I would just hope you would be ready for that ass kicking to catch up to you," Ben said with a smirk.

"Well, I just verbally kicked your ass, didn't I?" Kevin said with a smirk as they stepped in the car.

"Yeah. And it was exactly what I needed," Ben said before Kevin started driving off.

* * *

A/N: Ok, I used Vendetta as groundwork for Kevin to spill to Ben about what he's noticed with Ben and Gwen's interactions. Why? Don't really know. Felt like an appropriate time to talk about some serious stuff. Plus Ben and Kevin having an actual moment that shows how good of friends they are to each other was too good to pass up. Kind of wish we got more of it in canon.

Plus, I've also developed Kevin in this timeline to be a lot more mature than in canon. He's gotten his hands bloody, which isn't exactly outside the realm of possibility canon wise. Who knows what happened in the five years Ben hadn't seen him?

But anyway, there are only a few more chapters left in this. Hope you all are ready for the finish line. The ending's certainly going to be something.


	27. Chapter 27 - Together

A/N: More Ben/Gwen stuff. Not based on any canon episode. That is all.

* * *

"I figured you'd be here," Ben said as he stepped inside the Rust Bucket.

"Well, you do have my mana signature. So you know how to find me better than most people," Verdona said in an amused tone. "Your grandpa is down by the creek fishing, so we have some time to talk Anodite to Anodite if you'd like."

"I was kinda hoping he was here, but this might be easier to admit if he isn't," Ben said before looking away nervously.

The gesture made Verdona raise an eyebrow. He was never nervous around her. Actually, she couldn't recall a time where Ben was nervous period.

"You alright there? You look more nervous than a cockroach with a boot hanging over it," she said before putting a comforting hand on his arm. "You can talk to me."

"I know. It's just that this just went a lot better in my head," Ben said before meeting his grandmother's gaze hesitantly. "Kevin told me you talked to Gwen about something. Something... personal."

Verdona couldn't have held back the smile that flitted across her face if you paid her. She could see him blush from head to toe just saying such the statement innocuously. Embarrassment was something she didn't see much on Ben, but she was going to enjoy every second of it.

"Yes, I did. I'm afraid I can't give away many of the details. Woman to woman talk, you know. I can't ruin the confidentiality of such a conversation. But I can answer a few simple questions," Verdona said with a wink.

"Ok. So... hypothetically of course..." Ben started, which made Verdona grin wider. "If I were to think about asking Gwen out, do you think she would be... receptive to that?"

"Oh, absolutely! That photo I took of you two at your dance... I'm sure many young men at her school wished Gwendolyn would look at them that way," Verdona said with a smile.

"It's still weird coming to terms with this. That I like..." Ben could practically hear Kevin screaming at him in his head, so he amended his statement. "_Love_ her, I mean. I guess deep down that I always knew it, but acknowledging it is _way_ different."

"Love her, eh?" Verdona said in a teasing tone.

"I've always loved her. It's just romanticized now," Ben admitted.

"That's a very smart observation," Verdona said with a smile.

"Kevin noticed it first," Ben said with a sheepish grin.

"Well, he's smarter than I give him credit for," Verdona said before shaking her head. "Back to the topic at hand. What you feel for Gwen is nothing to be ashamed of. Lots of aliens have traditions that others would consider strange or even downright criminal. Humans consider someone mating with someone who is a member of your family or significantly underage a crime. Many other species don't."

"Well, regardless of it being looked down upon, it's still legal in some places. Including Bellwood," Ben said. If Verdona grinned any wider, she'd split her face open like the Grand Canyon.

"So you could take Gwendolyn as your bride one day. Oh, that is perfect!" she said excitedly.

"Whoa, whoa! We haven't even gotten nowhere near that far!" Ben exclaimed, holding out a hand. Part of him wanted to disappear on the spot rather than have this conversation. "Besides, you might not even be right. She could still say no."

"She won't," Verdona said with traditional Anodite confidence.

"How do you know?" Ben asked.

"Because I know. Regardless of how much her mother may not like it, she's got some of her grandma in her. And I don't stop loving someone. Love is as eternal as my lifespan. I know for a fact Gwen won't let that go willingly," Verdona said with a gentle smile, putting a hand on her grandson's arm. "But she _is_ as stubborn as her mother. It'll might be a long time before you can get her to face you."

"I'm not waiting for her to be ready. So _I'm_ going to _her,"_ Ben said before closing his eyes and running over the facts in his head.

The moment they made the choice to date, everything would change. Once people found out, and they _would_ eventually find out regardless if they wanted to keep it a secret, there would most certainly be some challenges ahead. Most people found the idea of incest repulsive.

But he wanted what he wanted, and he just happened to want Gwen. Plus, he was with Kevin when it came to public opinion. Other people didn't matter. His family were the only ones that did, and they would have his back. He knew they would. They stuck with him through his troubles of learning how to be an Anodite. He knew they would stick with him through this. Regardless of it being an entirely different can of worms.

"Oh? When, may I ask?" Verdona said with a smile, already knowing what his answer was going to be.

"Right now," Ben said before giving his grandmother a kiss on the cheek. "Thanks grandma. I'm glad for the talk."

"You're welcome. Now, if she decides to be a little difficult, give her some of your power. I think there's a big difference in the sensation she'll feel now," Verdona said with a smirk, making Ben repress the urge to blush. He knew exactly what sensation his grandma was referring to.

"Er... that's up in the air. But I think I'll just go about the bullheaded Tennyson way. It works pretty well," Ben said with a shrug as Verdona shook her head.

"Men. Always have to go about things to the stubborn way," she said with a shake of the head as Ben opened the door, nearly running into Max.

"Whoa! Where's the fire, kiddo?" his grandpa said with a smile.

"Sorry grandpa. I have somewhere to be! It's not dangerous! Just important!" Ben said quickly.

"But you just got here!" Max exclaimed, but Ben was already flying away before he even finished the sentence. Max shook his head before placing the fish he caught in the sink. "That boy can never sit still."

"Cut him a break Max. The child's finally gotten his first taste of realized love," Verdona said with a wide smile.

"Really? And he didn't tell me?" Max asked, a smirk donning his face as he started washing his hands. "You out of all people should know that I'm not half bad at charming a good woman."

"Yes, but he's stubborn like all of you Tennyson men. He doesn't want help. He wants to be able to do it his way," Verdona said.

"That I understand completely," Max said with a wide smile before glancing at his wife. "So who is this lovely lady that managed to steal the heart of my grandson? That's no small feat."

"Oh, I'm sure Ben will introduce her to the rest of the family when he's ready. But you're right about that first part. She _is_ a lovely lady," Verdona said with a wide smile.

* * *

_"You know, this seemed a lot easier in my head,"_ Ben thought as he was pacing in front of Gwen's house. _"No. Stop hesitating. The faster this is resolved, the better."_

So he buried any of trace of nervousness deep down before knocking on the door. After a few seconds, Frank was the to open the door.

He smiled once he saw Ben, causing the male Anodite to smile back with a tiny of trace of guilt in the expression. He can't imagine his uncle would be receptive to him having... _guy_ thoughts about his daughter. If Gwen spent as much time with another guy as she did with him, that guy probably would've gotten the overprotective father thing a thousand times over.

_"If this happens, this is going to turn everyone's world upside down,"_ Ben thought before speaking out loud. "Hi, Uncle Frank."

"Hello Ben. Here to see Gwen, huh?" Frank said, making Ben nod. "Good. Maybe you can get her out of this rut she's in."

"Rut?" Ben asked, stepping inside the house.

"She's been in a pretty iffy mood for the past few days. Since she's not busy fighting aliens, she hardly ever comes out of her room now. And when she's not looking upset, she's got that thoughtful look on her face. The one where she's thinking about something she can't figure out. I can't say I have the slightest clue what it's all about, and she won't tell me or Natalie," Frank explained, his tone showing some of his concern. "What about you? Do you know anything?"

"She has been a little off lately, but hasn't said anything to us about it. Her acting like that is actually the main reason I came down. Hopefully I can help sort the situation out," Ben said, making Frank smile.

"I'm glad you're the one who's got my baby girl's back. You've both always been good for each other," he said.

"Yeah. I guess we have been," Ben said with a small smile. "I'll head on up."

"If you can cheer her up, I think we'll start deferring to you whenever she gets upset," Frank said with a grin.

"That sounds like a full time job. Do I get a six figure salary?" Ben asked, smiling widely.

"No. But you do get a spot at the dinner table," Frank said, making Ben laugh. Suddenly a lot of the tension he was feeling eased away.

"Close enough. Let's just see how this goes first," he said before walking up the stairs.

Gwen recognized Ben's voice even with her door closed, and the girl couldn't help but groan with her pillow over her face. She was _not_ ready to see him yet. She couldn't even look at him unless the situation practically forced her to. Or when she was angry at him. Anger was a great distraction.

If she had none of those things going through her head, then she suspected she might wind up doing something stupid. Like ask him on a date or something.

When Gwen heard a knock on her door, she only pressed the pillow down on her face harder in the unrealistic hope he would walk away.

"I know you're in there Gwen," Ben said, his voice muffled slightly behind the door. "Either open the door or I knock it down."

"Dad would kill you," Gwen said, taking the pillow off of her face.

"Perhaps. Perhaps not," Ben said ambiguously. Gwen groaned before rolling off her bed and opening the door, seeing Ben with his ID Mask on. Though he removed it when she opened the door.

"What? If this is about schoolwork, then I'm way too..."

"It's not about that. I just need to talk to you," Ben said, putting his hands behind his back.

"About what?" Gwen asked.

"I... let me start slow," Ben said, walking in and closing the door. He put a hand on the door, and cast a spell so their conversation would only between the two of them.

"What's that all about?" Gwen asked, looking at his actions skeptically.

"Privacy. Gwen, have you recently noticed anything... different between us?" Ben asked, putting his ID Mask on her dresser.

"Different how?" Gwen asked.

"Different as in the way we act when we're with each other. Even if you were to minus all the alien stuff, we're not normal cousins. At least if normal cousins like dancing with each other and holding hands," Ben said.

"We're not normal. Never have been. Is there a point to this?" Gwen said, unable to look him in the eye.

"You've always been smart Gwen. You know exactly what I'm talking about," Ben said, putting a hand on her arm. He willfully start transferring his energy to her, and Verdona was right. It _was_ a lot more intense than before, and Gwen immediately smacked his hand away.

"Don't do that," Gwen shot at him, repressing a few shivers from the sensation that she just felt.

"You feel that? That's a dead giveaway that something between us has changed. And you know exactly what it is. That's why you're trying to stall," Ben said, getting close enough to her where there was barely an inch of space was between them.

_"I am _not_ ready for this yet,"_ Gwen thought before looking him dead in his face. "How do you know?"

"I've always kind of known, and I suspect you did too. Kevin was just the one who forced me to acknowledge it. Apparently, he hasn't been blind to all of the things that have been happening," Ben told her. "He had to practically beat it into my head that what was going on between us is very real before I was willing to do something about it."

"Ben..." Gwen trailed, suddenly looking scared. And that was something that immediately worried Ben. "Listen, I know that this may sound..."

"Strange? Unnatural? That's our lives," Ben said, still staring at her in the face.

"It doesn't excuse feeling like this though. I'm a girl that like likes her cousin. It's... well..." Gwen trailed, turning her head to the side. But Ben held her chin to keep her gaze on him.

"And I'm a guy that loves _his_ cousin. We're good people and we strive to be better. But if this..." Ben said, gesturing between the two of them. "...is wrong, then it just proves more than ever that we're not perfect. And I'm alright with that."

"Love?" Gwen questioned, her eyes widening.

"We've always loved each other. It's just romanticized. That alone makes it harder to admit. And before you ask, Kevin was the one who made that conclusion. Not me," Ben told her.

"I guess it makes sense," Gwen said before sighing. "Ben... this is a lot different than fighting bad guys behind the scenes. This isn't something we can keep hidden forever. And when people find out..."

"...they're going to go crazy, treat us differently, and all kinds of things are going to go bad. I know. I've thought about all of that stuff too," Ben interjected before grinning. "But hey. If all else fails, you got all of this to yourself. That's not a bad future."

Gwen tried stay focused on the topic at hand, but the statement and grin on his face forced a small laugh out of her.

"Maybe in your tiny mind," she said with a small smile.

"That sounds more like the Gwen I know. I missed that," Ben said with a soft smile. Gwen returned it before grabbing his hand, facing him with a look that was extremely embarrassed. But Ben didn't miss the happy look in her eyes.

"I know. I did too. I was avoiding you because I didn't know how to deal with seeing you, knowing I was feeling like this," Gwen said.

"Feeling like..." Ben trailed with a teasing grin.

"You gonna make me say it?" Gwen asked with a look of exasperation.

"Mmm-hmm," Ben said with a serene smile. "If I gotta say it, so do you."

"Like I loved you. There. Happy?" Gwen said with her arms crossed stubbornly.

"Very," Ben said with a wide smile. Then he hesitated for a moment before kissing Gwen on the cheek.

"Taking it slow, huh?" she said with a smirk.

"I haven't exactly asked you out yet," Ben pointed out.

"Save your breath. The answer's yes. I've never felt like this about a boy, and the fact I'm thinking about you as a _boy_ is equal parts insane and scary," Gwen said before sitting down on her bed, pulling Ben down with her. "But..."

"But..." Ben trailed with a raised brow.

_"But_ the fact that I'm feeling it in the first place says a lot. Especially with my dating history. Ugh. And the fact that Kevin figured it out faster than I did..." Gwen said, putting a hand on her head. "I just feel like the worst."

"He seemed to take it pretty well. But I think that's because he had a lot of time to think about it. Even I don't know how long he knew for sure. I know he had suspicions for a _long_ time," Ben said, momentarily widening his eyes to emphasize his point.

"Guess he's a lot more observant than us at any rate," Gwen said, rubbing the back of her head. "At least he seemed to deal with it pretty well. My parents on the other hand... just thinking about it gives me a headache."

"We can tell them together if you want," Ben offered.

"Oh, no. I'm perfectly fine with keeping them in the dark for now. We'll keep this strictly between the people who know. No more than that. Besides, doing stuff in the shadows is what we're good at," Gwen said.

"It'll be our little secret," Ben promised with a smile. Gwen gently pulled him towards her so that she was able kiss him.

The kiss was plenty proof that these feelings _weren't_ a phase. Both cousins were tentative once their lips met, but they were able to relax more after a few seconds passed by. Gwen kept both her hands on his shoulders, and Ben had one on her cheek and the other on her hip.

When they broke apart, Gwen looked back up at Ben who seemed about dazed at she was. But it felt good, and was, as far as she was concerned, a great first kiss.

"I am going to hurt Charmcaster next time I see her," Ben suddenly said as he sat on Gwen's bed, causing her to give him a surprised look.

"Um... can you explain?" she questioned skeptically. "I don't think the kiss was so bad that you have to hurt someone."

"Oh, no no. It being bad wasn't the problem. It was great," Ben assured her before a look of irritation crossed his face. "The problem I have is that it technically isn't my first one."

Gwen immediately got his meaning. And now she had an urge to throttle the spellcaster as well.

"Well, that's one more reason I have to hate her guts," she said, plopping down on the bed next to him.

"We'll see her again eventually. Getting back at her can wait until then. Besides, seeing her would just put a damper on a good day," Ben said before grabbing Gwen's hand and stroking the back of it with his thumb. "You want me to stay? Since the Helpers are still taking over alien work, we have plenty of free time.

"I would, but my parents could walk in at the _worst_ possible moment, and I don't want mom having a heart attack and dad getting the shotgun," Gwen said with a small smile. Then her expression turned inquisitive. "But come to think of it, that second one would be interesting to see."

"Nice. That's a great way to make sure this dating thing only lasts for a few minutes," Ben said sarcastically, but stood up anyway.

"Tomorrow, alright? I can't even think straight around you right now," Gwen said with a genuine smile.

"I'll contribute that to my irresistible charms," Ben said with a grin, disabling the sound spell he cast before walking out of the room.

Gwen threw a pillow at his back before getting to her feet, failing to wipe the dumb smile on her face as she walked to her mirror.

"Well?" Frank asked when Ben walked down the stairs.

"You'd have to ask her yourself," Ben said with a shrug, a horribly hidden smile on his face as he walked out the door. "Just know that I'll be back for dinner."

"I'll tell Natalie to set a place for you," Frank said with a smile before heading up the stairs.

Slowly heading up the stairs, Frank made his way up to his daughter's room and opened it moments after she knocked.

Gwen, who was looking at the mirror and smoothing out several strands of her hair, quickly wheeled around when she heard the knock. The older man raised an eyebrow at his daughter's sudden reaction.

"Does all that alien fighting always make you so jumpy?" Frank asked.

"Sometimes. It can be a bad habit sometimes," Gwen said, smiling as she returned her gaze back to the mirror. "So what brings you by, dad?"

"You seem to be in a good mood," Frank said with a raised brow. Whatever Ben helped her with, it worked a little _too_ well.

"I usually am," Gwen said before tying her hair back in a ponytail.

"Could've fooled me these past few days. You've been holed up in your room for the longest, and you wouldn't talk to anybody. You didn't seem sad. Just upset. And distracted," Frank said, leaning against the doorway.

"If you really want to know..." Gwen trailed, avoiding any eye contact with her dad. "I was having problems with a boy."

"Huh?" Frank asked, his expression resembling a goldfish. He never thought he'd ever hear _those_ words come out of Gwen's mouth.

"There was a guy I like, and I didn't know how to go about it. Ben helped me figure it out, and that was that," Gwen said, her tone giving away the fact that she did not want to talk about this particular subject. Mostly because it was flying a little too close to the sun.

"You didn't feel it was appropriate to talk to your mother about this sort of thing? She_ is_ a woman, you know," Frank reminded his daughter.

"I also know I happen to get all of my stubbornness from both of you. I wanted to figure it out myself. Well, at least until Ben threatened to break down the door if I didn't open up and talk," Gwen said with a shake of the head.

"He did know he'd have to find a way to fix it, right?" Frank said in a rhetorical tone.

"Somehow, I don't think he really cared," Gwen said with a laugh.

"You see? That's the kind of bullheaded recklessness only Tennyson men are capable of," Frank said with a wide smile, putting a hand on his daughter's shoulder. "So he helped you?"

"Yeah. I'm fine. I mean, either he'll say no or yes, right? I'll have an answer either way," Gwen said with a smile. "As for the alien fighting part... that'll have to work itself out later."

"That's the spirit. Just make sure whoever my little girl brings home is prepared for a Tennyson shakedown," Frank said with a wide grin.

"Oh, come on. Don't you trust me to have good judgement?" Gwen asked with a groan.

"Who said _I_ was doing it? I'm fully expecting Ben to do the deed. Poor guy's probably gonna get a full background check before being verbally poked and prodded. Probably physically, now that I think about it..." Frank trailed with a thoughtful look.

"I doubt he'd go that far," Gwen said with an eye roll.

"I don't know, sweetie. Your cousin's an alien who fights bad aliens with a Tennyson tenacity. If he doesn't do anything more than a full background check on anyone you date, I'll be surprised," Frank said.

"I'll sort him out on that later. You on the other hand? Move on old man," Gwen teased before pushing him towards the door. "No one older than sixteen is allowed beyond this point."

"Should've known my time in your inner sanctum was limited," Frank said before giving his daughter a reassuring smile. "But you don't have to bottle up everything until Ben has to nearly break down your door for you to say something. Feel free to talk to us about anything that's bothering you. Or at least give us a hint if you don't want to tell us outright."

"I like solving things on my own, but I'll try and ask for help more. Thanks dad," Gwen told before closing her door, her back pressed against the door. She waited a few seconds before slowly exhaling.

_"For all that is right in the world, please don't have them completely freak when I tell them," _the Anodite prayed to herself.

* * *

A/N: Ok, they're officially together now. I feel like things came together fairly nicely. Just prepare for stuff to really hit the fan next chapter. Cause we're covering the Alien Force finale.


	28. Chapter 28 - Ending

A/N: Merry Christmas! Here's your present! The final chapter of Another Anodite! It's been a blast writing, but all good things must come to an end.

I would've had this chapter out sooner, but not only did I have to work, but I wound up coming down with a really bad cold. On Christmas, no less.

And of course, based on "The Final Battle" finale.

* * *

"Nothing here but weapons," Gwen said while looking through a crate. The Helpers had finally been sent to Plumber's Academy, so their break was through. And there was news of Forever Knight activity not long after they left the planet. Go figure.

"Damn. Nothing from the Knights either. Wouldn't or couldn't tell me anything important," Kevin said while cracking his knuckles. "From the looks of things, it just looks like they were just finding a place to store more of their weapons."

"Nothing that suggests that all of these rapid chain of attacks from different sources are connected. What, is every criminal just so bored that they have to keep doing stuff even if they know they'll get caught?" Ben questioned before his eyes narrowed in suspicion. "Either that, or keep us busy."

"I've already thought about the second one. I asked your grandparents to look out for anything serious while we were taking care of the problem. So far, nothing," Kevin said, making Ben sigh.

"That's exactly what I was afraid you would say," he said.

"So there's no pattern here? Every criminal in the Milky Way galaxy is just saying screw us?" Gwen asked.

"It's looking that way," Kevin said, throwing out a punch in order to knock a stirring Forever Knight back into unconsciousness.

"I don't like this. It all has to be part of something we're not seeing," Gwen said, looking around the warehouse with a thoughtful expression on her face.

"Well, when you figure it out, pick another day to tell me. I'm going home and... behind you Tennyson!" Kevin suddenly exclaimed.

Immediately reacting after Kevin's warning, Ben raised a glass shield that only shimmered from the impact of the laser that was fired at his back.

"Ben Tennyson," Kraab said, opening and closing his pincers threateningly.

"From the assholes I'm familiar with to one I haven't seen in years. What are you doing here, Kraab?" Ben asked with his eyes narrowed.

"There's been talk all over the galaxy that Ben Tennyson has secretly been an Anodite. I just had to see it for myself. That, and someone out there is willing to pay a nice sum of money for your head. More if I can bring you in alive. Maybe they'll use you as a battery or..." Kraab was cut off by a bolt of mana striking him in the face, knocking him down to the floor.

"Crawl away back to your ship, Kraab. Believe me. We're not in the mood," Gwen said, holding up a glowing hand as Kevin absorbed the metal next to him.

"That's the thing. I don't really care," Kraab said before leaping in the air.

Before the bounty hunter could even descend, Ben sent four tendrils at Kraab from his head while Gwen shot two from her hand. While the two of them kept Kraab pinned on the ground, Kevin jumped in the air and jumped on the cyborg's head hard enough to dent part of it. It would've been his face had the bounty hunter not tilted his head to the side. He almost made sure to trade in the steel from the Forever Knight's armor for the metal Kraab was made out of.

"Watch the pincers!" Gwen warned as Kraab fired a cloud of gas into Kevin's face.

"Turbo!" Ben yelled, firing a volley of wind to dispel the noxious fumes.

"Than... Gah!" the Osmosian exclaimed when he was grabbed by Kraab's claw hand.

"Kevin!" Gwen exclaimed as she and Ben were pulling hard to keep the bounty hunter on the ground. But he still wouldn't relinquish his grip.

"I know! Watch the pincers," Kevin said, struggling to get out of the hold he was in.

The struggle didn't last long before Kraab blasted Kevin out of his grip with a laser that knocked him through a wall before Kraab's pincers gripped one of Ben's tendrils and channeled electricity through it.

"Gah!" Ben exclaimed before retracting his tendrils. "Gwen!"

"On it," his cousin said with a nod.

Gwen dropped one tendril from Kraab before nailing him in the face with a mana disc that forcibly knocked the bounty hunter's head back. Ben immediately followed up her mana disc with a blast that sent Kraab flying through several of the Forever Knight's crates with a hole in his armor where the blasts impacted.

"Meddlesome children! Guess there's no taking you alive," Kraab said, picking himself up off the ground.

"Uh-huh. Keep him still," Ben said, giving Gwen a side glance. He immediately teleported above Kraab when she nodded.

Gwen put her fingers on the ground, causing over half a dozen mana tendrils to spring up and hold Kraab's arms and each of his legs. Ben, who teleported above Kraab, landed on his back while looking down in the open part of his circuitry.

"Get off of me!" Kraab said, doing his best to struggle through the bindings holding him to no avail.

"Soon as I'm done. Now last time these wires were the ones that..." Ben trailed, pulling out four different wires with his index finger. Kraab's head immediately spun in place before his head tipped forward two centimeters - a sign that he was deactivated. "God, you're either dumb or really arrogant to think I wouldn't do the same trick twice."

"Probably a little bit of both," Gwen said, dropping the tendrils from Kraab's body.

"Nice job," Kevin said, rubbing his head as he rejoined his friends.

"Now what did we learn?" Gwen asked with a cheerful smile.

"Watch the pincers," Kevin said with an annoyed look. Gwen only smiled wider at the look. "Not my fault. They've got a good grip."

"Ok, that's a bounty hunter bagged and a bunch of Forever Knights dealt with. I think we've at least bought a few hours," Ben said, giving the warehouse a onceover. Then he looked to Gwen with a smile on his face. "So..."

"Tempting, but I can't. I promised Julie I'd help her with her homework," she said with an apologetic smile.

"Oh, come on. Can't you reschedule?" Ben asked with a groan.

"I can't just bail on her. As good as she is in physics, she's not as good in history," Gwen said before giving Ben a kiss on the cheek. "Later tonight, ok?"

"Fine. Just try and make it fast," Ben said.

"I'll do my best," Gwen said before teleporting away.

Ben looked around to Kevin, who was raising an eyebrow at the Anodite.

"What?" Ben asked, feeling a bit self conscious.

"It's kind of weird being one of the few people who know of this thing you two have," Kevin said.

"Well, it's going to stay that way until we're both fine with it being public news. And that might take a while. Right now though, I like the way things are now," Ben said with a shrug.

"You're dating a hot red head. Of course you're going to like it," Kevin said with a smirk. Ben glared at him, but failed in hiding his embarrassment completely.

"Shut up," he said, refusing to make eye contact as he walked towards the warehouse exit. Kevin only laughed at him. "You're just as bad as Verdona."

"Hmm. I need to step my game up if it's only just as bad," Kevin said before laughing and raising his hands in surrender when Ben gave him what he called "The Tennyson Death Stare."

"Oh come on. I'm only messing with you," he said, nudging Ben jokingly.

"I know that. Doesn't mean I want to hear it," he muttered as they stepped outside.

"Alright Tennyson. If you're right, then we should have some free time for the next few hours. What do you want to do?" Kevin asked.

"Don't know. Gwen isn't available, and I didn't plan for anything since I wasn't expecting to have any down time," he said before snapping his fingers. "Wait! Sumo Slammers Hero Generation is on. I could watch that."

"Seriously?" Kevin questioned, raising his eyebrows in disbelief. _"That's_ what you pick to pass the time?"

"I got nothing else. Besides, I love the series," Ben said with a shrug.

"You're a dork," Kevin said while shaking his head.

"I know. But only sometimes," Ben said with a grin. "You can come with me if you want. I'm pretty sure we've got popcorn."

"You know what? I'm good. Besides, when Gwen shows, I don't want to get in the way of your ah... alone time," Kevin said with a smirk.

"Why the hell did you of all people have to figure it out? Honestly, I would almost prefer if Julie knew, and _that_ would've been really awkward," Ben said with a shudder.

"Cause I'm more perceptive than you give me credit for. Besides, Julie wouldn't have given you the ass kicking you needed to talk to Gwen. So you get to listen to me make jokes at your expense for payment," Kevin explained casually.

"Lucky me. Just keep your badge close. With how things have been going lately, we'll be back out here in no time flat," Ben said before moving to fly away. But he made sure to give Kevin a second glance. "And thanks again."

"If you say that one more time, I'm going to hit you again," Kevin said, rolling his eyes. "I told you it wasn't a big deal."

"Maybe for you," Ben said before flying away.

Kevin then made his way to his car while cracking his neck. Being thrown through walls sometimes left him a little sore, but it wasn't anything a little rest wouldn't fix. But he was still wondering what to do with his free time.

_"I could stop by my mom's. There's a good chance she's in the middle of dinner,"_ Kevin thought before grinning at the prospect. Then he hopped in his car and started driving away.

_"Plate full of spaghetti sounds good. Maybe..."_ Kevin's food fantasies were interrupted the moment he saw Ben in the middle of the road.

"Wait... that's not..." Kevin trailed before he slammed on the brakes. With a surge of energy that sounded more warped than the Omnitrix's, he heard Albedo transform into Diamondhead. His car managed to stop inches away from him.

"Kevin Levin. Just the man I've been looking for," Evil Diamondhead said before firing a volley of diamonds.

Opening his door and diving out the side, Kevin quickly avoided the shards that pierced through his window sliced through his seats.

He then put a hand on his car door and absorbed the metal on it. He glad now more than ever that he upped the armor on his car. Tritanium was one of the more durable and powerful metals out there, and having that on the go was definitely needed. And on the off chance it got destroyed, Ship could put it back together in minutes.

Enlarging his right hand and molding it into the shape of a shield, Kevin charged forward while holding it up in front of his face to block the crystals Albedo was sending his way. When close, the Galvin went for a punch that Kevin deflected easily before punching him to the floor. He followed up by shifting his left hand into a hammer and launching him into a building like he was playing golf.

"Albedo, right?" Kevin questioned, looking down at the fake Ben before cracking his knuckles. "What are you doing here, chump?"

Albedo didn't answer. Just gripped the ground underneath him to create two diamond pillars next to Kevin. And before the Osmosian could move, his legs were restrained.

Quickly reacting by making his hands hammers and smashing the diamond restraints, Kevin was able to move out of the way before the pillars slammed into his head.

The Osmosian then punched the ground in front of him hard enough to cause a shockwave. Albedo jumped over the attack while quickly slamming his hand on the Ultimatrix symbol. Diamondhead was now Lodestar, but Kevin had smacked him down to the ground the moment he transformed.

_"Oh, no. Not dealing with that,"_ Kevin thought before diving to the side once he hit the ground. He immediately absorbed the ground underneath him.

By the time Albedo raised his hands to mess with the metal that was on Kevin's body, he was already covered in gravel and was charging towards the Galvin. But he ended up getting knocked to the ground by his own car smashing into him.

"It's always the car..." Kevin trailed, trying to get to his feet.

Another flash of light let Kevin Albedo transform again, and this time each of Kevin's limbs were restrained while he was on the ground before another diamond pillar was raised above his head and dropped on him. The Osmosian only retained consciousness for a moment before blacking out.

_"Levin's gotten better,"_ Evil Diamondhead thought with a frown as he picked him up. He didn't expect to have to put that much effort in to take him down. And he still had the female Tennyson to contend with.

* * *

"Capital of Egypt is Cairo, the first pyramid was built in 2630 BC, and they buried pharaohs in sarcophagi?" Julie listed off.

"You got it," Gwen said with a smile.

"Out of all things we could've had us learn about, they picked for us to learn stuff about Egypt. What do we need know about things that aren't even relevant today? It's not like it's a 'not knowing mistakes, doomed to repeat them' sort of things," Julie said, closing the textbook.

"You'd have to ask the people in charge of the schooling system," Gwen said before staring at the clock. Over three hours had passed. "Damn."

"Something wrong?" Julie asked.

"No. I'm just surprised by how fast time went by. I promised Ben I'd stop by his place," Gwen said, passing Julie the notes she had written for her. "Good luck on the exam Julie."

"I'll ace it, thanks to your help. But now that you mention it, I've only seen Ben a couple times at school these past few weeks, and he always looks distracted. Has he been ok?" Julie asked.

"He's fine. Just been very busy lately," Gwen told her before giving her a reassuring smile. "If you want to see him, I could always tell him to stop by."

"Nah. I'll just talk to him after school. To be honest, I've been kind of avoiding him lately after..." Julie trailed before smiling at Gwen. "Thanks for your help. I wouldn't have passed this test without you."

Gwen couldn't say another word before the wall next to them suddenly exploded. Gwen was able to raise a shield to block the wall shrapnel heading towards her and Julie.

"Hello Gwendolyn. I've been looking for you," Evil Swampfire said, walking out from the hole in the wall.

"Julie, run," Gwen said in a serious tone, causing the tennis player's eyes to widen in shock.

"You aren't planning on fighting that thing, are you?" she questioned, her tone full of disbelief.

"Get your folks and get _out,"_ Gwen said with more instistance, diving to the side when Albedo threw seeds near her location. The vines creeped near her feet, but she destroyed them by flipping away from them before they touched and sliced them with two quick mana discs.

Albedo tossed a ball of fire soon after her flip, and Julie's eyes widened when Gwen caught the fireball by rapidly spinning in a circle with pink wind surrounding her.

"Turbo!" Gwen exclaimed, forcing Albedo to slide back when the fireball was reflected back at him. Then she turned to Julie, and she glared at Julie with a look serious enough to scare the girl. "Go!"

Finally convinced that Gwen was far better at handling the situation than she thought, Julie finally started to run up the stairs to warn her family. But she ended up running into them before she even made it halfway up. Each of them had a panicked look on their faces, which wasn't surprising since it probably sounded like a bomb went off downstairs.

"What's going on?!" Julie's mom asked.

"An alien broke the wall downstairs. We should take the fire escape," Julie quickly said.

"What about Gwen? Is she still here?" her brother Bruce asked.

"She's fine," Julie lied. "She already left."

"Then let's go," Julie's dad said, gesturing for his wife and kids to move ahead of him. But he took a moment to glance back when he could still hear commotion going on downstairs. "What is that alien doing down there?"

* * *

"I see you got another knock-off Omnitrix working again," Gwen said as she fired a mana beam that removed Albedo's arm. "Lorem!"

Albedo was sent flying out of the hole he blasted open by a burst of energy, and Gwen moved outside to follow him. The Galvin had already regenerated his arm as he was getting to his feet.

"It's not a knockoff. It's the Ultimatrix. And it's a definite improvement over the original," Evil Swampfire said with a smirk.

"Even if I believed that, you're certainly not a better fighter than the guy who uses the Omnitrix," Gwen said before putting her fingers on the ground, causing over a dozen mana tendrils to pop up out of the ground behind Albedo.

The Galvin left a trail of fire as he swung his hands in a circle, dispelling the mana tendrils that popped up out of the ground. But Gwen was already in his face by the time he wheeled around and she knocked him to the ground with a roundhouse while energized mana was surrounding her foot. It completely obliterated his head.

Trapping Albedo in a sphere connected by a strand of mana, Gwen grunted loudly before swinging Albedo through several trees and slamming him in the middle of the Yamamoto's garden. His head had just barely regenerated before a large orb of energized mana blasted him through the fence and into another person's backyard.

_"Perhaps I didn't think about the fact that they would all improve over time,"_ Evil Swampfire thought, getting to his feet as he regenerated a large hole in his stomach.

"I suggest you talk before I turn you into another weed to be plucked from this garden," Gwen said seriously, keeping his limbs pinned with mana restraints. Then she burned the rest of the plants away with a fire spell. "What do you want with me Albedo?"

"Just know that I have plans for you," Evil Swampfire said with a smirk before a small, shriveled vine sprung from the ground to hit the dial on his chest. Now Albedo was Humungousaur, and he was able to free himself from the tendrils holding him down with a quick tug.

"Do you want to know why the Ultimatrix is superior?" Evil Humungousaur asked before turning the dial on his chest. "Not only can I transform into all the aliens Tennyson can, but I can also evolve those creatures to their ultimate forms."

Gwen hit him with a ball of energized mana, but not in time to stop Albedo from hitting the dial. Suddenly, tan skin became green and dark blue. The tail grew had a spiked ball on the end of it, and a shell grew on his back with spikes protruding from the side. When the mana ball actually did hit him, it did little more than make Albedo slide back a few feet.

"Meet Ultimate Humungousaur!" Evil Ultimate Humungousaur exclaimed.

_"Ok, that's a problem,"_ Gwen thought as she clenched her fists tighter.

"You're wasting time," an unwelcome voice said, making the Anodite wheel around.

Her eyes widened when she saw Vilgax wasn't alone. In his grip, was every single one of the Yamamotos. His sword was held at their throats, and each of them were looking at Gwen with expressions that were equal parts terrified and surprised.

"Gwen? What do these aliens want with you?" Bruce asked.

"Be silent boy," Vilgax said gruffly before looking back at Gwen. "Give yourself up Tennyson. Or this family will pay the price for your defiance."

With a bitter look as she closed her eyes, Gwen stepped back while holding her hands up. Vilgax grinned savagely before tossing a headband to Albedo. Gwen however, was not idle.

_"Vilgax and Albedo are working together. Julie and her family are in danger. Warn Ben and Grandpa,"_ Gwen told Verdona through the mana field.

_"I'm..."_

_"Don't come. You'll just get them killed. I'll be fine. They want me alive, so it's clear Ben's their real target,"_ Gwen said as Albedo approached her. She gave him an unimpressed look before speaking aloud. "You need Vilgax to fight your battles for you now, Albedo? Doesn't surprise me. You're nothing more than Ben's shadow now. Weaker than him in every way that matters."

"Ignore her," Vilgax said when he saw Albedo was going to respond.

The Galvin looked as if he had to swallow something sour before putting the headband on Gwen. But he made sure to knock the Anodite over the head hard enough for her to bleed as she crumpled to the ground unconscious.

"I could've handled her," Evil Ultimate Humungousaur said, hoisting Gwen over his shoulder with one hand.

"Perhaps, but it would've taken time that I do not wish to waste. Tennyson's cousin has grown more powerful, and it shows in her skill and power. Plus she knows nearly every transformation you have thanks to her time with him. Which leads to her thinking of counter play every time you transform," Vilgax told him.

"I get it. Let's just leave this pitiful human abode," Evil Ultimate Humungousaur said as Vilgax threw the Yamamotos down to the ground. Albedo then passed Gwen to Vilgax before transforming into Jetray and flying away.

"She gave herself up to save us," Bruce said in a subdued tone.

"How was she able to fight something as big as that thing?" Julie's father asked, his eyes wide with surprise.

"I don't know, but whatever this means, Ben's part of it too. He called Gwen 'Tennyson's cousin.' Gwen only has one cousin that I've met," Julie said, frowning in thought.

Is this what Gwen meant about Ben being busy? He fought aliens? Because it certainly looked like he ticked off two dangerous ones.

"What can we even do? There's no way we can do anything to help him against fully armed aliens, and I doubt the police would be able to do anything," Julie's mom said.

"We can warn him that they're coming after him," Julie offered.

"I'll go. There's no sense in putting you all at risk if those aliens go to his house," Julie's father said before looking to his daughter. "Or can you call him?"

"Yeah, I can," Julie said, patting her jacket pockets. But they were empty. "My phone's back in the house."

"Then get going," Bruce said, gesturing his sister to go back in the house.

* * *

"WHAT?!" Ben yelled, his fists clenched tightly.

"Vilgax and Albedo, Gwen told me," Verdona said furiously.

"I swear, when I get my hands on them, they are going to pay," Ben said, his voice ice cold.

"Calm down the both of you. We have to go about this rationally if we're going to save Gwen. First off, you need to call Kevin so he can help," Max said, looking to Ben.

The young Anodite sighed before nodding and accessed the communication channel for Kevin's badge. But all he got was the sound of rapid beeping, signaling Kevin wasn't answering. Or couldn't answer.

"Nothing. That's definitely not good," Ben said.

"They probably got Kevin. Why cut off one partner when you can get both?" Max rationalized grimly. "How long as it been since you last saw him?"

"Hours. Dammit," Ben cursed as his phone started to ring. He would've normally ignored it, but if Gwen was just over at Julie's house, she could've possibly been in the middle of the mess Albedo surely made trying to kidnap her. So he accepted it.

_"Ben?"_ Julie asked once he answered.

"What do you know?" Ben asked, and his tone jarred the tennis player. He sounded serious, but it had an undercut of something deadly. Like he was going to hurt someone.

_"Two aliens showed up at our house, and they held me and my family hostage to make Gwen give up. I think she was actually beating the first guy,"_ Julie told him.

"That sounds like her. Are you all alright?" Ben asked.

_"Fine. Just a bit shaken up. Listen, these aliens sound like they're after you,"_ Julie told him.

"They are. Listen, you'll be fine. Neither Vilgax or Albedo will deem you as threats worth eliminating, so you shouldn't have to expect a revisit," Ben said before his tone hardened again. "I need to go."

_"Be careful Ben. I don't know what's going on, but just stay safe,"_ Julie said in a concerned tone.

"Can't say that's possible in this occupation," Ben said before turning the call off. Then smashed a hole in his window with a furious punch. "He came after Gwen when she was helping Julie study. Used her family as collateral to force her to give up."

"Save your anger for when you actually get to them. Right now, we need to figure out where they're keeping them," Max said before Ben's watch started to beep. Immediately, a map appeared with a red dot pinging a location.

"No more guessing," Ben said, his eyes narrowed as he eyed the map. "Looks like the old mine out in the desert."

"We'll face them together," Verdona said.

"Bad idea. It's better if Ben shows up alone," Max said, causing Verdona to look at him incredulously.

"Are you insane?" the elder Anodite asked.

"If he catches wind of you, Gwen and Kevin both will pay the price," Ben said, his tone grim as the map disappeared.

"So they won't know we're there," Verdona insisted. "We'll make sure they won't catch us until we want them too."

"I'll go ahead and meet them then. Just get ready," Ben said before teleporting away.

"I'm worried for him," Max said in a concerned tone.

"He'll be fine Max," Verdona assured him, but the woman was barely able to hide her own worry. But she knew the best thing she to do was keep a level head, so that's exactly what she was going to do. For her grandkids. _And_ Kevin.

* * *

Appearing outside in a flash of green light, Ben looked up at the mine before staring down the tunnel with narrowed eyes.

"Come out here Albedo. _Now,"_ he said darkly.

"If you insist," Albedo said sarcastically as he walked out. Then immediately dialed the Omnitrix to Swampfire, and Ben's eyebrows raised when he saw the symbol grow four different metal extensions when he slammed it a second time.

"Introducing the Ultimatrix," Evil Ultimate Swampfire said with a wide grin. "Definite improvement over your Omnitrix."

"Unlike you, I don't need to compensate for a better device," Ben said, his hands tightening at his side. Then his tone dropped in temperature. "Tell me where my friends are, or I will _hurt you."_

"Just try it," Evil Ultimate Swampfire said before firing a gigantic blue blast that decimated the ground dozens and dozens of meters past Ben.

Albedo's grin disappeared when he saw that Ben protected himself from the blast by simply holding up one hand, a sphere shaped shield taking the blast easily. Then, with a wordless transformation, Ben turned into XLR8 and dashed right up to Albedo before quickly transforming into Fourarms and punching him in the air with a jumping uppercut.

Quickly turning back into his Anodite body, Ben's tendrils reached up to grab Albedo by his leg and pull him down to the ground hard. Then flew high up in the air and slammed on him hard after transforming into Cannonbolt. Albedo narrowly avoided the impact by rolling to the side.

"I'll deal with you before I go after Vilgax. I know he doesn't care about your miserable carcass, so I think I'm allowed this," Cannonbolt said venomously before reverting back to his Anodite form.

Ben held out a hand and surrounded Albedo's body with an aura of mana that was pressing down on his body painfully. The aura had Albedo unable to move as if an entire building was pressing down on him. The Galvin tried to ignore the pain that was pressing in on every nerve in his body, but it was impossible. He couldn't even move to hit the dial on his chest.

Ben then used his tendrils to swing Albedo in a rodeo like way before throwing him down to the ground under the bridge, a powerful beam following after him to make his descent that much quicker.

Jumping in the air and transforming into Jetray, he pushed the alien's speed as fast as it would go before transforming into Cannonbolt again. In an instant, he was back in his Anodite form and held Albedo's arms, legs, and throat with a tendril for each. The Galvin was struggling to even attempt to move, let alone to actually succeed.

"Pathetic bastard," Ben said in a cold tone before hitting the symbol on Albedo's chest. The touch immediately transformed the Galvin back to his human form while the tendrils were still choking him.

"How... did you.."

"Because you're not as wise or as smart as Azmuth. And I know he would've thought to ward his watch against the one other person who knows how to control it," Ben said before staring at the Ultimatrix. "Command function override - Code 10."

_"Override accepted. Voice command activated,"_ the Ultimatrix said.

"Stop. If you value your friends' lives, you won't continue," Vilgax warned, walking forward with an army of robots behind him.

"Where are they?" Ben asked angrily. Several of the robots moved to the side to reveal them tied up, both with two different headbands on their heads. "What are those things?"

"Neural inhibitors. One of the few things that can suppress our powers," Kevin supplied.

"Now. First things first..." Vilgax trailed before moving to Gwen and holding his sword at her throat.

Gwen looked at him with an expression of distaste before turning to Ben, whose face showed both concern and hatred. He looked moments away from losing all of his self control.

"If you wish for them to survive, then remove the Omnitrix and bring it to me," Vilgax said, a savage grin flitting across his face.

"Don't do it Ben," Gwen told him.

"Don't let him push you around," Kevin added, causing Ben to look down at the ground.

"I can't let you both die," he said softly before sighing and looking to the Omnitrix. "Omnitrix, decouple."

_"Decoupling commencing,"_ the Omnitrix said.

An intense pain flared on Ben's wrist, forcing him to grip the lower half of his arm tightly in order to mitigate the pain. It was like removing a limb with how painful the sensation was. Probably had something to do with the fact that the Omnitrix was bonded to him even more now.

_"Detachment successful. Omnitrix going into stasis mode,"_ the Omnitrix said before the symbol's light went out.

"Bring it to me," Vilgax said, holding his hand out.

Ben laid the Omnitrix out in his open hand, eyeing Vilgax with all the hatred he could muster in one expression. The loathing brimming beneath his skin was like a disease; it just kept spreading and refused to die.

But regardless, he walked up to him and placed the Omnitrix in his waiting hand.

"At last," Vilgax said before laughing with the device clenched in his fist.

"Yeah, that's all well and good. Now let my friends go," Ben said with his eyes narrowed. Vilgax looked at Ben before thrusting his sword forward, the blade going straight through him. On top of that, it completely ignored the shield Ben had brought up to block it.

And the sword did more than just put a hole through him. It was also glowing with a yellow aura that was draining his mana. Second by second, the green light in Ben's eyes started to rapidly die.

"Ben!" Gwen and Kevin yelled at the same time when he fell to his knees.

Within seconds, Ben looked like he was nothing more than a husk; weakly staring at Gwen and Kevin as he tried the best he could to get to his feet. But Vilgax easily knocked him flat on his back with a hard punch to the face.

"Get away from him!" Gwen screamed furiously, but her statement fell on deaf ears.

"It's over Tennyson. I win. You die today. But you'll only get to live long enough to see me kill your friends and conquer your world," Vilgax said, holding Ben up by the throat.

"I don't think so!" Verdona exclaimed, teleporting in the air above them with Max flying on a jetpack next to her.

Albedo had managed to muster the strength to transform into Ultimate Humungousaur and fired a barrage of missiles that forced Verdona to abandon her attack on Vilgax in order to protect herself and Max from the blast.

Vilgax turned to face Verdona and Max, dropping Ben and jumping in the air to slam on Verdona's shield with his sword. But before he could even reach her halfway, he was blasted out of the air by a pink blast that sent him flying through the air and through a pile of rocks.

_"Where did..."_ Vilgax looked up from his fallen position, and saw that Gwen was floating in the air.

The pink gem that was part of the inhibitor she was wearing had shattered while she had shifted into her Anodite form instead of her human one. And she was looking Vilgax with an anger that even she never thought she could was capable of.

She was also nearly the same size of a fully grown Humungousaur.

"Max. We need to be quick," Verdona said, her voice abrupt and sharp.

"I've got the kids. You handle Albedo," Max said before firing several blasts in the midst of the bio-oids, the resulting flames burning the restraints that were holding Kevin in place.

Immediately, the Osmosian threw his head down on the ground hard enough to crack his skull if the inhibitor wasn't on it. So it only resulted in a broken headband and a bleeding forehead.

Verdona meanwhile, was not one to have an ounce of restraint for anyone that hurt her family. It was a line she never allowed anyone to cross. So fury was practically leaking from her like a broken water pipe.

Verdona blocked the gigantic stream of fire Albedo sent towards her with a shield before immediately teleporting behind him. Thrusting two fingers forward, she hit him with a narrow blast of mana that cut through his wooden skin and came out his shoulder. Then the she bound his arms, legs, and throat with her tendrils before hitting him in the chest with a beam that would've blasted a hole through several skyscrapers.

It did leave a large hole in the Galvin's chest, and his hands were slowly reaching towards the wound. With a wheeze, Albedo fell to his knees before falling forward on his face, unconscious and back in the human body he despised so much.

_"If I didn't have two grandchildren to worry about, you wouldn't see the light of day ever again,"_ Verdona thought furiously before turning away from him.

"Maybe Ben was right. Maybe you don't deserve to live," Gwen said, her voice a furious echo.

"If he wanted to kill me, he should have done it when he had the chance," Vilgax said before attaching the Omnitrix to his wrist, two straps emerging from the watch to fit his wrist. "None of that matters now. The Omnitrix is mine. And with it, your planet."

Vilgax immediately dialed the Omnitrix and slammed the cylinder, but instead of the bio-oids transforming into Swampfire like he wanted, they remained in their default forms.

"Impossible! The Omnitrix is mine!" Vilgax exclaimed, twisting the dial furiously.

"Just because you have it on doesn't mean it's yours," Gwen said, the dozen tendrils on her head wiggling angrily before launching themselves at Vilgax.

The squid faced alien immediately started swinging his sword to keep the tendrils away from him, but each one was the size of a small bed and hit like a Humungousaur punch. It wasn't long before he was overpowered.

Struggling for breath one of Gwen's tendrils wrapped itself around his neck, Vilgax fired lasers from his eyes that weaved around Gwen's tendrils for a direct hit to the face. But Kevin jumped in front of the blast, using one of the bio-oids to take the blow for him. Then he socked Vilgax in the face with all the strength he could muster. It was strong enough to knock Vilgax out of the tendril that was binding him in place and crack his jaw.

And Kevin would be lying wholeheartedly if it didn't feel extremely satisfying.

"That's for Ben, you son of a bitch," he growled.

"Move Kevin," Gwen commanded, her voice sounding a lot like Ben's did when he was angry. Cold and unyielding.

"You don't have to do this," Kevin assured her, holding his hands up in front of her.

Before she could speak, Gwen raised a shield in order to block Vilgax's attempt to stab Kevin in the back. The Anodite responded by raising a hand and firing a mana beam that his shield couldn't do anything to protect him from. He was sent flying through the air by over a mile.

"No. But I think I want to," Gwen said darkly before flying towards the spot Vilgax landed.

_"Something's wrong. There's..."_ Kevin shook his head before wheeling around, looking for where Ben was.

He found him was lying on his back, Max crouching over his body to try and help him while Verdona was clearing out the rest of the bio-oids who were trying to cause problems. They didn't even last ten seconds from the Anodite's fury.

"How's he doing?" Kevin asked, not liking how close to dead Ben looked.

"Not good. Vilgax's sword drained him of quite a bit of his mana while severely injuring him. He doesn't have the energy to heal a small cut, let alone a hole like this," Max said, worry seeping into his tone.

"Can I..."

"Only thing that can help him is another Anodite," Max said, shaking his head sadly.

"And that's exactly what I plan to do. But we also need to help Gwendolyn," Verdona said, floating over to them and putting her hands on Ben's body.

"Why does she need help? She's dealing with Vilgax so you can help Ben!" Kevin exclaimed, gesturing to his friend who was still dying on the ground.

"You don't understand. I know the lengths she will go to in order to make sure Ben doesn't die. Only a full Anodite's power can help Ben now. And it would also make dealing with Vilgax a much simpler affair. She knows that. But if she gives into that power, she will lose herself. Forever," Verdona said sadly, making Kevin curse loudly. He hated when things were out of his control. Both of his friends were in danger, and there wasn't much he could do about it.

"I do need you to do something for me Kevin," Verdona said, causing Kevin to jerk himself out of his thoughts. He just got proven wrong in the best possible way.

"Anything," he said quickly.

"You need to talk to Gwen. Talk her out of her out of using her full power on Vilgax. At the very least, distract her long enough for me to finish healing him. Once she sees Ben alive and well, she should give up trying after a little convincing," Verdona said.

"I'll need to catch up fast. And my car's nowhere near. Vilgax got launched far," Kevin told her.

"I'll teleport you to her," Verdona said.

"I'll go too. I might be of some help in buying some time," Max said, and Verdona nodded before looking out towards the distance. Then with a snap of the fingers, she teleported the both of them away.

"Grandma..." Ben said weakly, holding out a hand. A brief sensation of pain filled her as she gripped his hand with her own.

This is what her father probably looked like before he died. Helpless and unable to do anything. But even though she wasn't there for him, she was here for Ben. And she was more than powerful enough to help him.

"Don't worry kiddo. I'll have you..." Verdona was cut off by a flash of green light entering her vision.

The source of light was the Omnitrix approaching her on what looked like spider legs made out of mana. And it was crawling towards Ben.

Verdona ignored the watch and focused on Ben at least until it made its way onto her grandson's wrist. Without no urging required, it immediately transformed the dying Ben 10 into an upright Alien X.

"Back again are you? What..." Bellicus' words immediately died on his lips when he saw the state Ben was in. A hole through his chest and his green eyes and head dimming slowly.

"What happened? You look... unwell," Serena said worriedly.

"I'm dying. I have next to no energy. I can't even heal myself with how bad it is," Ben said weakly. Quickly, he ran over through his mind what to say. Even with the idea that they would never see the light of day if he died, something told him it wouldn't affect them very much.

"And now you want us to heal you? You could just stay here," Bellicus told him.

"I want to be able to make it back so that I can be with the people I love and care about," Ben said, decisively in order to appeal to Serena. "And I also want to get my hands on the bastard who did this to me so I can make sure he never does it to me or anyone else again."

Looking to each other, both of the personalities raised an eyebrow at each other as if they were wondering if they were actually going to agree on something for a change. They expected their third voice to be one of reason, not one who appealed to each of their defining qualities equally. Love and rage. Compassion and aggression. But it clicked now perhaps what this Anodite was - a mediator.

"Seconded," both personalities agreed.

And immediately, Ben's wounds and drained energy were just... reversed. As if it never happened. This may have been the most inconsistent of all his aliens, but there was no denying it was the most powerful. Being able to do anything just by three people agreeing... if there were more of these things out there, then that was a scary thought if one of them turned evil.

"Thank you," Ben said gratefully.

"You had a point the last time you were here. Power without using it... doesn't do much of anything," Bellicus admitted, making Ben's eyes widen. Though the voice of aggression quickly narrowed his eyes. "Good thing for you too. It looks like you'd be dead if we didn't come to that conclusion."

"Yeah, about that..." Ben trailed awkwardly.

"Save it. Just get your vengeance boy. Don't try and get yourself killed so we have to save you _again,"_ Bellicus said with all the grace of a thrown hammer.

"And be with the people you love. Do not let them mourn your passing," Serena said.

"Uh yeah. Thanks. I'll be back when I can," Ben said, waving at them. And in an instant, he was back in his Anodite body, his gaze pointed up towards the sky.

"Anyone get the number of that damn electrician?" Ben said in a dazed tone, rubbing the top of his head as he swayed on the spot.

"Ben?" Verdona questioned, clearly surprised by his healthy state. "You're healed."

"Yeah. Though it felt far too close for comfort," Ben said before quickly looking around. "Where's Gwen and Kevin?"

"You need to get to Gwendolyn. _Now,"_ Verdona said seriously.

Hearing that tone, Ben didn't even hesitate in teleporting where he felt her signature. And he was definitely not expecting the sight that was waiting for him.

Ben looked around and saw Vilgax kneeling on the ground with many holes in his armor. Some of them were bleeding; others looked like the result of something really hot impacting it. But that wasn't the main thing that surprised him. It was Gwen.

During all of his time as an Anodite, he had never grown to the size Gwen was right now. But it was even more jarring to see the expression of pure rage on her face. Out of him and Kevin, Gwen was easily the most rational and level headed of them. Then again, maybe that was exactly why her anger was so overwhelming. And she looked ready to...

_"Oh, no,"_ Ben thought, not even hesitating in rushing over.

"Last chance, you two. Move, or I'll _make_ you move," Gwen said, her voice shaking with a rage Ben had yet to hear in her voice. Max had looked over and saw that Ben was rushing towards them.

"Ben! You're ok!" he called out, making sure he was loud enough to Gwen to hear him. And she did.

"Gwen..." Ben trailed, her eyes going wide when she saw him upright and healthy.

"Ben?" Gwen asked, shrinking down to her original size.

"Yeah. I'm alright," Ben said, giving her a gentle smile. "Were you about to..."

"You were about to die. And Vilgax was the cause of it. I... I could've healed you and gotten rid of him at the same time. You wouldn't have to do it. All I had to do..."

"Gave up who you were?" Ben asked, smiling sadly before grabbing her hand. "You think I would've been any better if you had done that? If any of us would've been better?"

"But it would've been worth it," Gwen said.

"Not for us. Especially since Verdona could've done it. There was no need," Ben mentioned.

Gwen looked at her own hands, watching as they slowly turned human again. She was about to...

Gwen had never been completely blinded by her own rage before. It was a scary feeling, knowing what you were capable of if you were angry enough. And apparently, she was capable of killing someone in that state. And enough to stop her from thinking straight. Because she knew Verdona would've been able to help Ben no problem. She _knew_ that.

Shaking her head of the thoughts, she turned her head back towards Vilgax, who was being watched over by Verdona and Max. Anger immediately flared up in her, but it was nowhere near as bad as before. And at that exact moment, Gwen understood why Ben felt the way he did about Vilgax. Exactly why the man made him so furious when he laid his eyes on him.

"I think I get it now. How you're able to even think about killing," she said, causing Kevin and Ben to snap their gazes to her. "I didn't want to, but now I do."

"When you think about how much better it would be for the world..." Ben trailed.

"And the fact that if you don't, that guy's going to come back and hit not only you, but your family to get to you," Kevin also confirmed with a nod.

"I'm not ready to make a choice like that. I would if it came down to it, but I'm not sure if I could handle it," Gwen said, shaking her head.

"But I can," Ben said in a hard tone. His expression softened before gently putting a hand on one of Gwen's cheeks. "Turn away if you want. It might be better if you do."

Then every inch of his face hardened like he turned into Diamondhead underneath his skin.

"Is she alright?" Verdona asked when Ben neared.

"She's fine," he said before turning his gaze to Vilgax. And his fists tightened when Vilgax started to chuckle.

"Funny, isn't it? Your cousin nearly kills me, and you stop her. This idea of killing me seems to be going in the reverse direction," the squid faced alien said.

"Your life was not worth Gwen's well being. Not by a long shot," Ben said coldly.

"Or you can use that excuse to hide the real reason why you won't kill me. Your hero complex won't allow it," Vilgax said with a wide grin as he ignored the glares from Max and Verdona. "Well, I guess that isn't completely true. You certainly committed to it when you thought you were aiming for me on Primus."

"What do you mean 'thought I was aiming for you?' I _was_ aiming for you," Ben growled.

"That may be, but your diamond killed Psyphon instead. Impaled him through the back of the eye. I'm sure if you tried hard enough, you could picture it," Vilgax said with a taunting laugh. Ben clenched his fists in anger as the laugh rang in his ears.

"That's enough out of you!" Max said angrily, but Ben grabbed his arm. And the shadowed look on his grandson's face immediately worried him. "Ben..."

"No grandpa. This has to end tonight. _He_ has to be ended tonight," Ben told him.

"Then let me do it. Or let one of the other Plumbers take care of it. You don't have to," Max insisted. He sounded worried; almost desperate.

"No. I don't," Ben said before transforming into Diamondhead. Then his right hand sharpened into a precise point before approaching Vilgax.

Without a word, Ben shoved the sharpened limb into Vilgax's neck. The squid alien choked quietly as blood spurted out from the stab point, splattering Ben in the face and on his chest. That only got Ben to drive the point deeper into Vilgax's neck, his sudden coldness turning into a look of anger. Even when watching him die, Ben couldn't detach himself from all the things Vilgax had done to drive him to this point.

Every word. Every action. Each and every person who died and suffered because of him... It fueled him; urged him not to back down.

"We're alike, you and I. Soon enough in the future, the more you kill, the more you'll like it. You'll learn to like crushing all who stand in your way," Vilgax said, still able to speak despite the fact that he was choking on his blood. "Just... like... me."

Ben said nothing. Only jerked the blade to the side, causing Vilgax's head to come off with an uneven gash that caused the alien's head to fall in his lap. Soon his squid alien's filled with diamonds that popped out of his body like weeds. Blood was pooling all around his feet, but all Ben could do was stare into Vilgax's blank, emotionless eyes and his ruined mess of a corpse. Soon his anger shifted into cold fury as he turned back into his Anodite form.

_"I'm nothing like you. I proved it back when I saved your people, and I'll prove it time and time again,"_ Ben thought, looking away as he pushed the decapitated head away from him. He couldn't stomach looking at his remains anymore.

"Ben..." Max trailed, putting a hand on his grandson's shoulder.

"I'm nothing like him. And I never will be. Even despite all the crap he put me through, I didn't like killing him," Ben spat, his hands clenched into fists. The blood on his hands and chest felt uncomfortably sticky. "No matter how much he deserved it."

"No decent person ever likes killing. Sometimes we do it because we have to. Because there's no other way. But never because we enjoy it. That's what separates good people from the bad people," Max said as Verdona made the blood on Ben disappear with a wave of the hand.

Ben nodded before turning around to face Gwen and Kevin, both of whom were staring directly at him. It was obvious neither of them turned away once, and some part of him felt disgusted with himself. That he murdered Vilgax in a very messy way while he wasn't even fighting. And didn't regret it in the slightest.

But before he could even think of a response, Gwen closed the distance and wrapped her arms around him in a hug. Ben was shocked for a moment before hugging back as tightly as she was; as if they both thought the other was going to disappear if they let go.

"I..." Gwen immediately silenced whatever he was about say with a kiss. Something that surprised the living daylights out of Max.

"Shh. You don't have to talk about it. And you don't have justify it. I understand," Gwen told him gently. Ben smiled before pulling Gwen even closer to him.

This was the reason he had decided on killing Vilgax a long time ago. For his family. For his friends. People he would die for. And it wasn't easy on his conscience, but it had definitely been worth it.

"Did they..."

"They've been together for almost a week. I did tell you she was a lovely lady," Verdona said with a small smile.

Max looked at both of his grandchildren, and saw the way the both of them were holding each other. It was hard to tell who was comforting who, but the way they seemed to meld into each other spoke volumes. He knew that someone who loved you comforted you like no one else could. And right now, that was exactly what Ben needed.

* * *

"You ok Tennyson?" Kevin asked, staring at the Anodite. Ben was looking at his smoothie cup while swirling it like was mixing a martini drink.

"Just thinking," Ben said, still swirling the cup.

"About what?" Gwen asked in a concerned tone.

"Just... even though Vilgax is gone, I can't get him out of my head. His last words. His stupid face. Everything he's done. It's all irritating me," Ben said before taking a drink out of his cup. It was just a normal strawberry smoothie. He didn't feel the urge to taste anything out of the ordinary today.

"Yeah. That's normal. Was the same way for me after that Fourarms guy. Even though I just remembered how much of a prick he was," Kevin said with a shrug.

"How long before I stop doing that?" Ben asked.

"It takes a little while. I had to wait until I finally came to terms with the fact that I had no reason to spend another thought on the guy. And that's what you have to do. Hell, as far as I'm concerned, that thug had nothing on Vilgax, so it might be a bit easier for you," Kevin explained.

"It didn't have to be you, Ben. You know that," Gwen said gently, putting a hand on his arm.

"I know that. But... I feel like if I didn't do it, it would've felt like I was shirking an important responsibility. If I can't trust myself to put down one of the most evil bastards to ever grace the universe, then how can I trust myself to do it when the next one comes around? Because you know Vilgax won't be the last," Ben told them.

"You don't have to do it then either. Let someone else do it. I don't ever want you to get have to get used to killing," Gwen said, putting a hand on his arm.

"You and me both," Ben said, looking back down at his cup.

"Ugh. Now this is starting to get depressing," Kevin said distastefully as he threw his cup away.

"Sorry," Ben apologized.

"Don't apologize, Tennyson. It's just the way things are, considering what happened," Kevin said before looking between Ben and Gwen. "Listen, is there any place you two want to go? Home maybe?"

"Yeah. We can stop by my mom's. Ben?" Gwen asked.

"Yeah. That sounds nice," Ben agreed.

"Alright. Home it is," Kevin said as they walked to his car.

Once they were out of sight of any onlookers, Gwen was able to take a distracted Ben's hand. She gave him a soft smile when he looked up from the ground he was staring at, and that elicited a smile from him.

"You'll be fine. After all, nothing keeps Bellwood's resident hero down for long," Gwen said with an encouraging smile.

"Not while I have you two with me. Besides, with Vilgax gone, maybe we can finally catch a break," Ben said.

"When you say break, you make it sound like the fight'll be completely over, and won't be. It'll just be easier with Vilgax gone," Kevin said as he opened his car door.

"Too true, Kevin Levin," Azmuth said, who was standing on the driver's seat.

Quickly, Kevin grabbed Azmuth and sat down while Ben took the front seat and Gwen took the back.

"What are you doing showing up here in broad daylight? If anyone had seen you..."

"Don't worry. I stayed in the seat the entire time. And I assure you, if I was spotted, they likely would've thought I was some sort of rodent. Distracted humans often don't see aliens even when they're right in front of them," Azmuth said when Kevin handed him to Ben.

"Well, what's so important that you had to come all the way here?" Ben asked, removing his ID Mask once they were moving down the road.

"This," Azmuth said before pulling out an Omnitrix cylinder.

"Looks like another Omnitrix," Ben noted.

"No. This is the power coupling for the Ultimatrix," Azmuth said.

"Isn't that the watch Albedo was using?" Gwen asked.

"Yes. It was incomplete when he stole it, and across these past few weeks, I've managed to finish it; giving it all of the capabilities of the Omnitrix while adding a second feature. Things were a lot more complicated after Albedo stole it," Azmuth said, shaking his head in frustration.

"What'd he do?" Kevin asked.

"He built the evolutionary function into it, which is just asking for trouble," Azmuth said.

"Why? Those Ultimate aliens seemed useful," Gwen said, making the Galvin shake his head.

"You don't understand. Building a feature like that into the Ultimatrix was risky. There's a high chance it would've lead to consequences that no one would've been able to avoid. Not Albedo, and not even you," Azmuth said before closing his eyes. "Which is why such a feature should be built on a separate plane from the Ultimatrix before the DNA is scanned into the Codon Stream."

"So Albedo built the feature into the watch itself?" Ben asked, looking at with his head tilted.

"Yes. He had little choice, given how he had absolutely no access to the Codon Stream. And it resulted in shoddy workmanship that I had to fix," Azmuth said distastefully. "But the details and simulations have been complete. Only a few dozen of the aliens have finished their evolutionary cycles, but that should more than suffice for now."

"So... you're here to give him an upgrade?" Kevin asked.

"Yes. But I even I have no idea how the Omnitrix will respond to a change of a core. Especially considering the circumstances," Azmuth said, stroking his beard.

"No time like the present to see," Ben said with a shrug.

There was a long silence with Ben waiting for Azmuth to remove the cylinder. When he raised an eyebrow at the Galvin, Azmuth couldn't help but sigh from how unperceptive the wielder of his Omnitrix could be sometimes.

"I couldn't remove it from your wrist. What makes you think I'm allowed to remove the cylinder?" the Galvin said, making Ben scratch the back of his head sheepishly. Azmuth looked entirely unamused - likely because he was locked out from controlling his own Omnitrix.

"Sorry. I forgot. Well, I don't know how to take it off," Ben admitted.

"Twist the cylinder 45 degrees, then twist in the opposite direction. Do those steps three times, and then pull," Azmuth instructed as Ben followed each step exactly and the cylinder came off with an easy pull.

Azmuth then jumped onto Ben's wrist and inserted the Ultimatrix cylinder in the watch. Ben made sure to twist and turn it several times, a small wave of energy traveling between the Omnitrix and the Ultimatrix. And if Ben was right in his assumption, the mana that was stored within the Omnitrix was now in the Ultimatrix.

_"How in the world can it just transfer its bond from one watch to another?"_ Ben thought, feeling baffled. The chances of him ever figuring out how this bond worked were pretty low.

_"Core transfer successful. Bond removed from Omnitrix and transferred to Ultimatrix. Default programming assigned,"_ the Ultimatrix said.

"Default programming?" Ben asked.

"The Ultimatrix will act in the same manner as it did when you put the recalibrated Omnitrix on your wrist. Your completely over its capabilities also remain since the bond you had with the Omnitrix seems to have transferred to the Ultimatrix," Azmuth clarified. "I'm sure you know what to do from here. Now I have to return to business."

"Thanks Azmuth," Ben said.

"Just make sure you use the time you have to recuperate. Even if it was Vilgax, taking a life is never easy," Azmuth said before teleporting away.

"That's a rather roundabout way to say he was concerned about you," Gwen said.

"You expect anything else from him at this point?" Kevin questioned rhetorically.

"Not really," Gwen said.

"Azmuth's weird like that. But since the Ultimatrix got reset..." Ben trailed before raising the watch near his mouth. "Access Master Control."

Immediately, the car was filled with a blinding green light that left everyone unable to see.

"Tennyson!" Kevin exclaimed, raising a hand against the light.

"Sorry! Slipped my mind," Ben apologized.

When Kevn could finally see, he had to hit the brakes quickly in order to avoid ramming into the back of another car. The loud squeal of tires and closeness of Kevin's car got him an angry honk from the guy in front of him.

"I couldn't see! The sun was in my eyes!" Kevin yelled, peeking his head out of the window and shaking a fist.

When the driver in front of them began to argue back, Ben couldn't help but chuckle as he ducked down and put his ID Mask back on in case anyone peeked in the car.

"Nice one Tennyson," Kevin said once he put his head back in.

"It slipped my mind, alright?" Ben said defensively.

"Give him a break Kevin. It was an accident," Gwen said.

"Yeah. An accident that could've caused us to crash," Kevin pointed out.

"More specifically, your car," Ben said in an as-a-matter-of-fact tone.

"True. But can you blame me? My baby's a lot more fragile than yours," Kevin said with a smirk, and he immediately got two glares in his direction. Both of which were completely mitigated by how furiously Gwen was blushing, and how hard Ben was trying not to look embarrassed.

"You're gonna be like this until we can ignore you, aren't you?" Ben questioned.

"Oh, absolutely. It's way too much fun not to," Kevin said with a grin. "But look on the bright side. Things oughta get a lot easier now."

"Yeah. Hopefully," Ben said, looking out of the window.

* * *

A/N: And that's the end! Another Anodite is done! Ok, I've changed a couple of things in this one, so let me try and cover them one at a time.

Number one, the Ultimatrix in this one actually had the chance to get finished by Azmuth in this installment. This means the evolutionary function Albedo built into it? It's connected to the Codon Stream. So Ben can transform into his ultimate forms using Master Control, or even just through the dial. Enough said.

Also, I wasn't sure if the evolutionary function was planned for the Ultimatrix as far as Azmuth's design for it went, but I can't see any other reason why he would call it the Ultimatrix. So I stuck with it.

Another smaller detail is the evolutionary function not being built into the Ultimatrix itself. Now, that plot point in itself is how Ben ended up being stuck in the Ultimatrix and having to fight against his Ultimate Aliens. Now that it exists separately from the Ultimatrix, they aren't trapped in the watch and Azmuth has them somewhere else. So unless I think of a second idea, the Ultimate Sacrifice episode probably isn't getting a chapter in the sequel.

I also had the bond Ben had with the Omnitrix transfer to the Ultimatrix just cause. I have no reasonable explanation for it, so I'm just gonna say I did it cause I wanted to.

Next, Vilgax is dead. And I'm talking _dead_ dead. Unless we got some necromancer stuff going on that I might wanna do, he dead af. And the whole ripping him apart with crystals thing? It was a thing in Little Moments, which is one my favorite Ben 10 fanfictions on the site. Couldn't help myself from doing something similar.

Next up is the fact that Gwen nearly lost her humanity after Vilgax nearly killed Ben. It's certainly no small thing. It would've happened in "The Ultimate Sacrifice" episode had Ben not talked her out of doing it, and it would've happened here in the season finale if it weren't for him as well. It's proven that she'd take that risk if it meant saving Ben, so it happening here certainly isn't unreasonable.

I wanted Vilgax to be more willing to cement his victory in this one as well as making Ben regret his loss as much as possible before he died, which lead me to giving his sword energy draining properties to deal with him, and a dying Ben would have to watch as he killed Gwen and Kevin while being unable to do anything.

Did I mention I have a habit of raising the stakes as high as possible? Well, I do.

I might do some more stuff with Bellicus and Serena in Ultimate Alien. I've certainly opened a door for myself involving them, but I have no plans at the moment. I'm only a few chapters into the Ultimate Alien installment, so all there isn't too much there.

Ok, this Author's Note has gone on WAY too long. Bout time we call it quits. See you in the sequel, which I'm calling, "Ben 10: Ultimate Anodites." Is it creative? No. Do I care? Definitely not. Does it work? Yes.

See you all next time!


	29. Chapter 29 - Update On Sequel

A/N: Ok, I'm going to make this as a note for anyone who's wondering when the "Another Anodite" sequel is coming.

The story is currently being worked on, and I've almost started the third and final season storyline wise. But I will not actually start uploading it until the entire story is finished. That way as I'm editing it and making sure I knock out most of the grammar and spelling crap, I can also clear up any inconsistencies I may notice in the process. It's a new formula I have for making stories now.

I've put literally every other story I have on hold to make this. Including the sequels to two stories, a rewrite of a currently written one, and continuing ones that I've left on hold for God knows how long. Yeah, that's how bad I want to get this done.

I thank anyone who's read, reviewed, favorited, and followed this story. It exceeded my expectations in terms of popularity, and is still continuing to garner attention. But I ask you to be patient with me on the sequel. With any luck, I'll have the first chapter out sometime in the next few months.

Thank you for reading.


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